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

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition or prospects of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, accuracy of the representations and warranties on the part of Holdings on the Company and date hereof, the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder Holdings of their respective covenants and its obligations hereunder (except as would have a de minimis effect) and to the following additional conditionsconditions precedent: (a) No suspension Holdings shall furnish to you at the Closing Date (i) an opinion letter and a negative assurance letter of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel for Holdings, in form reasonably acceptable to the Placement Agent, and (ii) an opinion of Walkers (Bermuda) Limited, Bermuda counsel for Holdings, in form reasonably acceptable to the Placement Agent, in each case, addressed to the Placement Agent, and dated the Closing Date, with executed copies for the Placement Agent. (b) [Reserved]. (c) You shall have received from PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement and the Closing Date and addressed to the Placement Agent in the forms reasonably satisfactory to the Placement Agent, which letters shall cover, without limitation, the various financial disclosures incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. (d) [Reserved]. (e) You shall have received at the Closing Date the favorable opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (f) The Registration Statement shall have been filed and shall have become effective under the Act. The Prospectus shall have been filed with the Commission in accordance with the rules and regulations under the Act. (g) Prior to and at the Closing Date, no stop order with respect to the effectiveness of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act. (h) Holdings will, at the Closing Date, deliver to you a certificate of its Executive Vice President and Chief Financial Officer, dated as of the Closing Date that would prevent in the offer or sale of the Warrantform attached as Exhibit A hereto. (bi) The Selling Security Holder and FINRA shall not have raised any objection with respect to the Placement Agent shall have determined fairness or reasonableness of the Clearing Price in writingarrangements of the transactions contemplated hereby. (cj) At the ClosingClosing Date, the Warrant Shares shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listinglisting on the NYSE, subject only to official notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy in all material respects of the representations and warranties of the Company herein as of the Closing Date and each Subsequent Closing Date, if any, as if they had been made on and as of the Closing Date or each Subsequent Closing Date, as the case may be; the accuracy on and as of the Closing Date or Subsequent Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder Closing Date and each Subsequent Closing Date, if any, of their respective each of its material covenants and obligations hereunder and to the following additional further conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time of Sale Information be declared effective by the Commission not later than 5:30 P.M., New York, New York time, on _______________, 2005 or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at Closing Date and each Subsequent Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated to the knowledge of the Company by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. (b) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At On each of Closing Date and Subsequent Closing Date, if any, there shall have been duly tendered to the Closing, Placement Agent for its accounts the Warrant shall be reissued in the name appropriate number of the Winning Bidder (or in such other name as may be directed by the Winning Bidder)Shares against payment therefore. (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on No order suspending the Exchange. If any sale of the conditions hereinabove provided for Shares in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated any jurisdiction designated by the Placement Agent by notifying pursuant to subsection (e) of Section 6 hereof shall have been issued on either the Closing Date or the Subsequent Closing Date, if any, and no proceedings for that purpose shall have been instituted or to its knowledge or that of the Company and shall be contemplated. (e) If any condition to the Selling Security Holder of such termination in writing at or Placement Agent's obligations hereunder to be fulfilled prior to or at the Closing Date or the relevant Subsequent Closing Date. In such event, as the Selling Security Holdercase may be, the Company and is not so fulfilled, the Placement Agent shall may terminate this Agreement or, if the Placement Agent so elects, it may waive any such conditions which have not be under any obligation to each other (except to been fulfilled or extend the extent provided in Sections 5 and 8 hereof)time for their fulfillment.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant Warrants for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition or prospects of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantWarrants. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant Warrants shall be reissued in the name names of the Winning Bidder Bidders (or in such other name as may be directed by the Winning BidderBidders). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act in the manner and within the period required by Rule 424(b) (without reliance on Rule 424(b)(8)), any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Placement Agent. (b) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(c) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (c) The Placement Agent shall have received on the Closing Date a certificate, addressed to the Placement Agent and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and the Selling Security Holder contained herein, and to performance by agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Selling Security Holder of their respective Closing Date; (ii) the Company has performed all covenants and obligations agreements and satisfied all conditions contained herein on its part to be performed or satisfied hereunder and prior to the following additional conditions: (a) No suspension or as of the qualification of Closing Date; and (iii) there has been no Material Adverse Effect since the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates date as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder General Disclosure Package and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (Prospectus as then amended or in such other name as may be directed by the Winning Bidder)supplemented. (d) The Warrant Shares Placement Agent shall have been approved for listingreceived, subject to notice of issuance, at the time this Agreement is executed and on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement Closing Date, a signed letter from KPMG LLP addressed to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agent by notifying containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus. (e) The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date and addressed to the Placement Agent, of its chief financial officer with respect to certain financial data contained in the General Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, substantially in the form of Exhibit B hereto. (f) The Placement Agent shall have received on the Closing Date from ▇▇▇▇▇▇ and Bird LLP, counsel for the Company, a written opinion, addressed to the Placement Agent and dated the Closing Date in form and substance reasonably satisfactory to the Placement Agent, to the effect set forth in Exhibit C hereto. Counsel may also state that, insofar as such opinion involves factual matters, they have relied to the extent they deem proper, upon certificates of the Company and its subsidiaries and certificates of public officials. (g) The Placement Agent shall have received on the Selling Security Holder Closing Date the “lock-up” agreements, each substantially in the form of such termination in writing at Exhibit D hereto, between the Placement Agent and each executive officer and director of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof. (h) The Shares shall have received approval for listing on the Nasdaq GSM on or prior to the Closing Date. In , subject only to official notice of issuance. (i) The Company shall have entered into Purchase Agreements with the Investors and such event, agreements shall be in full force and effect. (j) The Company shall have furnished or caused to be furnished to the Selling Security Holder, the Company and Placement Agent such further certificates or documents as the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations Placement Agent's obligation to act as the agent of the Company hereunder, and the Placement Agent hereunder are Agent's obligation to use its best efforts to find purchasers for the Units, shall be subject to the accuracy, as of each Applicable Time and the Closing Issuance Date, of the representations and warranties on the part of the Company and herein contained, to the Selling Security Holder contained herein, and to performance by the Company and of all its agreements herein contained, to the Selling Security Holder fulfillment of their respective or compliance by the Company with all covenants and obligations hereunder conditions hereof, and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering The Memorandum or sale in any jurisdiction, amendment or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications thereof, if any, shall not contain an untrue statement of a fact which in the opinion of counsel to the Placement Agent, is material fact or omit to state a fact which in the opinion of such counsel, is material fact and is required to be stated therein or is necessary to make the statements thereintherein not misleading. (b) Between the date hereof and each Issuance Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as shall materially adversely affect its business or property. (c) Between the date hereof and each Issuance Date, there shall be no litigation instituted, or to the knowledge of the Company threatened, against the Company and there shall be no proceeding instituted or threatened against the Company or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations, prospects or financial condition or income of the Company, taken as a whole. (d) During the period subsequent to the Commencement Date and prior to each Issuance Date, the Company (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the Commencement Date or as expressly contemplated in the Memorandum and (ii) except in the ordinary course of its business, or as expressly contemplated in the Memorandum, the Company shall not have suffered or experienced any materially adverse change in its financial condition or prospects. (e) The authorization of the Securities, the Placement Agent Warrants, Placement Agent Shares, the Memorandum and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be reasonably satisfactory in all material respects to counsel to the Placement Agent. (f) The Company shall have furnished to the Placement Agent the opinion of its counsel, that: (i) The Company is a validly existing corporation in good standing under the laws of the state of its incorporation with full corporate power and authority to own and operate its properties, and the Company is not required to be qualified to do business as a foreign corporation in any jurisdiction except where the failure to so qualify would have a material adverse effect on the Company (other than any qualification arising solely as a result of conducting business over the Internet). (ii) Based on a certificate of the transfer agent for the Company and a review of the minute books of the Company, the Company has an authorized and outstanding capitalization as described in the Memorandum. The Units, the certificates representing the Debentures and Warrants, and the Placement Agent Warrants, are in due and proper form; and the Debentures, Warrants and the Placement Agent Warrants conform in all material respects to the rights set forth in the instruments defining the same. (iii) The Debentures and Warrants have been duly and validly issued and are fully paid and non-assessable and do not have any preemptive rights applicable thereto; the Placement Agent Warrants have been duly and validly authorized and upon issuance thereof in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable and, to its knowledge, will have no preemptive rights applicable thereto; and the Debenture Shares, Warrant Shares, Clawback Shares and Placement Agent Shares have been duly authorized, reserved for issuance and, upon payment therefor in accordance with the terms of the applicable security, will be duly and validly issued, fully paid and non-assessable and will have no pre-emptive rights applicable thereto. (iv) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company legally enforceable against the Company in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights now or hereafter in effect, and to general equitable principles, except that enforceability of the Placement Agent's rights to indemnification or contribution as set forth herein may be limited by applicable laws. (v) Except as disclosed in the Memorandum, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions herein contemplated, nor compliance with the terms hereof by the Company do or will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation, as amended, or the bylaws, as amended, of the Company; to counsel's knowledge, any indenture, mortgage, deed of trust or other agreement or instrument which is filed, or required to be filed, as an exhibit to (1) the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, (2) the Company's Form 10-QSB for the fiscal quarter ended June 30, 2000 or (3) any exhibit that would have been required to be annexed to a filing on Form 10-QSB if such form were required to be filed as of the date of each Closing (as to item (3) in this Section 7(f)(v), counsel shall be entitled to rely on a certificate of an officer of the Company), and to which the Company is a party or by which it or any of its assets or properties is bound, or to counsel's knowledge any law, order, rule or regulation, judgment, writ, injunction, judgment or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or its business or any of its properties, the violation of which could prevent the Company from performing its obligations hereunder or otherwise materially adversely affect the Company; and, to counsel's knowledge, no consent, approvals, authorizations or orders of agencies, officers or other regulatory authorities are necessary for the valid authorization, issue or sale of the Securities and the Placement Agent Warrants hereunder, and the performance by the Company of this Agreement and its consummation of the transactions contemplated hereby, other than under state securities or Blue Sky Laws, as to which no opinion need be expressed. (vi) To the counsel's knowledge, there are no actions, suits or proceedings at law or in equity pending or to such counsel's knowledge threatened against the Company and there are no proceedings pending, or to such counsel's knowledge threatened, against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body wherein, either in any case or in the aggregate, an unfavorable ruling, decision or finding might materially adversely affect the business, franchise, licenses, permits, operations or financial condition or income of the Company which are not disclosed in the Memorandum. In rendering such opinion, counsel shall be entitled to rely, as to matters of fact, on certificates of officers of the Company and public officials. (g) The Company shall have furnished to the Placement Agent a certificate of the Chief Executive Officer and the Chief Operating Officer of the Company dated as of the Issuance Date, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Issuance Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Issuance Date. (ii) The Memorandum and any amendments and supplements thereto, and all statements contained therein are true and correct, and neither the Memorandum nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein in the light of the circumstances under in which they are made, were made or necessary to make the statements therein not misleading, and since the Commencement Date, there has occurred no event required to be set forth in an amended or supplemented Memorandum which has not been so set forth. (h) On or before the first Issuance Date, $50,000 of all of the debt of the Company owed to each of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as of June 30, 2000 shall have been converted into Common Stock at a price of $.50 per share. The remainder of all debt owed to each of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, $41,977.67 each, shall be payable in equal monthly installments by the Company over a 24-month period with interest at the rate of 8% per annum. Since June 30, 2000, the respective dates as of which information is given only increase in the Time amounts due to each of Sale Information▇▇▇▇ ▇▇▇▇▇ and Suroff reflect the accrual of interest on the indebtedness referred to in the preceeding sentence. (i) The Company shall have furnished to the Placement Agent a letter addressed to the Placement Agent in form and substance satisfactory in all respects to the Placement Agent, from the Company's accountants: (i) Confirming that they are independent certified public accountants with respect to the Company; (ii) Stating that it is their opinion that the financial statements required to be delivered to the Placement Agent prior to the first Closing comply as to form in all material respects with generally accepted accounting principles ("GAAP") and that the Placement Agent may rely upon such opinion with respect to such financial statements; (iii) Stating that, on the basis of a review of the most recent unaudited interim financial statements of the Company, a reading of the latest minutes of the stockholders and board of directors and the various committees of the board of directors of the Company, consultations with officers and employees of the Company responsible for financial and accounting matters and such other inquiries and examinations as they deem necessary, nothing would come their attention which would lead them to believe that (A) the financial statements and supporting schedules of the Company do not comply as to form in all material respects with GAAP or are not fairly presented in conformity with GAAP on a basis substantially consistent with that of the audited financial statements of the Company or (B) except as otherwise publicly disclosedannexed to such letter, there has not been been, within the three (3) months prior to the date of such letter, any material adverse change in or affecting the business, management, results of operations, or financial condition capital stock of the Company (other than with respect to the offering of securities as contemplated by this Agreement). All the opinions, letters, certificates and its subsidiaries, taken as a whole. No injunction, restraining order evidence mentioned above or order of any nature by a Federal or state court of competent jurisdiction elsewhere in this Agreement shall have been issued as be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel of the Closing Date that would prevent the offer or sale of the Warrant. (b) Placement Agent, whose approval shall not be unreasonably withheld. The Selling Security Holder and the Placement Agent shall have determined reserves the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject right to notice of issuance, on the Exchange. If waive any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)herein set forth.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, following conditions: (a) Each of the representations and warranties of the Company contained herein shall be true and correct at the Selling Security Holder contained hereinClosing Date, as if made on such date, and to performance by the Company and the Selling Security Holder of their respective all covenants and obligations hereunder and agreements herein contained to be performed on the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition part of the Company and its subsidiaries, taken as a whole. No injunction, restraining order all conditions herein contained to be fulfilled or order of any nature complied with by a Federal the Company at or state court of competent jurisdiction prior to the Closing Date shall have been issued as of the Closing Date that would prevent the offer duly performed, fulfilled or sale of the Warrantcomplied with. (b) The Selling Security Holder and the Placement Agent shall have determined received from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Clearing Price Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in writingform and substance as is set forth on Exhibit B attached hereto. (c) At The Placement Agent shall have received from the ClosingCompany on the Closing Date a certificate, addressed to the Warrant shall be reissued in Placement Agent and dated the name Closing Date, to the effect that: (i) each of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listingrepresentations, subject to notice of issuance, on the Exchange. If any warranties and agreements of the conditions hereinabove provided for Company in this Section 6 shall not have been fulfilled Agreement were true and correct when originally made and are true and correct as of the Closing Date; and the Company has complied with all agreements and satisfied all the conditions on its part required by under this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing performed or satisfied at or prior to the Closing Date. In such event; (ii) subsequent to the date of the most recent financial statements included in each of the Registration Statement, the Selling Security HolderProspectus and the Disclosure Package, there has not been a material adverse change in the business, properties, financial condition or results of operations of the Company other than as set forth in or contemplated by the Registration Statement or the Prospectus; and (iii) (A) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, and no proceedings for that purpose shall be pending or threatened by the Commission and (B) no order suspending the qualification or registration of the Shares under the securities or blue sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened by any securities or other governmental authority. (d) The Shares shall have been approved for listing on the Nasdaq Global Market, subject only to official notice of issuance. (e) Prior to the Closing Date, the Company and shall have furnished to the Placement Agent such further information, certificates or documents as the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any Closing (including, without limitation, all Subscription Documents), as of the date hereof and as of the Closing Date or the date of any Closing subsequent to the Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of At the qualification of Closing, the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, Placement Agent shall have occurred. The Time received the favorable opinion of Sale Information and all amendments or supplements theretoEllenoff G▇▇▇▇▇▇▇ & Schole LLP, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make counsel for the statements thereinCompany, in the light of form and substance reasonably satisfactory to the circumstances under which they are made, not misleading. Since Placement Agent and addressed to the respective dates as of which information is given in Placement Agent and the Time of Sale Information, Investors with respect to the Placement and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantAcquisition. (b) The Selling Security Holder and If there is more than one Closing, then at each such Closing there shall be delivered to the Placement Agent updated opinions, certificates or other information described in this Section 10. (c) On or prior to or following the Closing Date, as the case may be, the Placement Agent shall have determined been furnished such information, documents and certificates as it may reasonably require for the Clearing Price purpose of enabling it to review the matters referred to in writing. (c) At this Section 10 and in order to evidence the Closingaccuracy, the Warrant shall be reissued in the name completeness or satisfaction of any of the Winning Bidder (representations, warranties, covenants, agreements or in such other name conditions herein contained, or as it may be directed by the Winning Bidder)otherwise reasonably request. (d) The Warrant Shares Company shall have been approved for listing, subject delivered to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by (i) a Good Standing Certificate from the Placement Agent by notifying Secretary of State of its jurisdiction of incorporation and each jurisdiction in which the Company and the Selling Security Holder Subsidiary are qualified to do business as a foreign corporation, and (ii) certified resolutions of such termination in writing at or prior to the Closing Date. In such eventCompany’s Board of Directors approving this Agreement and any other Offering Agreements and the transactions and agreements contemplated by this Agreement and any other Offering Agreements. (e) At each Closing, the Selling Security Holder, Placement Agent shall have received a certificate of all officers of the Company and the Subsidiary, dated, as applicable, as of the Closing Date or the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company contained or incorporated herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed. (f) All proceedings taken in connection with the issuance, sale and delivery of the Units, the Shares, the Warrants and the Placement Agent Warrants shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (g) Lock-up agreements from each of the following shareholders of the Company. J▇▇▇ ▇▇▇▇▇▇▇▇▇, Edgewater Private Equity Fund, L.P., Gainesborough LLC and A▇▇ ▇▇▇▇▇▇▇▇. (h) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent’s obligations hereunder have not been fulfilled as and when required to be so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extended the time for their fulfillment. In the event that Placement Agent elects to terminate this Agreement, Placement Agent shall not be under notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to each the other (except to the extent as provided in Sections 5 and 8 Section 11 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of either of the Warrant Warrants for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price for each Warrant in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent Agents hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, accuracy of the representations and warranties on the part of the Company on the date hereof and at the Selling Security Holder contained hereintime of purchase, and to the performance by the Company and the Selling Security Holder of their respective covenants and obligations its obligations, in all material respects, hereunder and to the following additional conditionsconditions precedent: (a) No suspension The Company shall furnish to the Representative at the time of purchase an opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and a letter from ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, each addressed to the Placement Agents, and dated the time of purchase, in form and substance reasonably acceptable to the Representative. (b) The Company shall furnish to the Representative at the time of purchase, an opinion of ▇▇▇▇▇▇ LLP, special counsel for the Company with respect to patents and proprietary rights, addressed to the Placement Agents, and dated the time of purchase, in the form set forth in Exhibit B hereto. (c) The Representative shall have received from each of Deloitte & Touche LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP letters dated as of the qualification time of purchase, and addressed to the Placement Agents, in form and substance reasonably satisfactory to the Representative, which letters shall cover, without limitation, the various financial disclosures contained in the Disclosure Package and the Prospectus. (d) The Representative shall have received at the time of purchase the favorable opinion of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, counsel for the Placement Agents, dated the time of purchase in form and substance reasonably satisfactory to the Representative. (e) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Representative shall have objected in writing. (f) The Registration Statement and any registration statement required to be filed, prior to the sale of the Warrant for offering Securities, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act at or sale in any jurisdictionbefore 5:30 p.m., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (g) Prior to and at the time of purchase, (i) no stop order with respect to the effectiveness of the initiation or threatening of any proceedings for any of such purposes, Registration Statement shall have occurred. The Time been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of Sale Information the Act; (ii) the Registration Statement and all amendments or supplements thereto, or modifications thereof, if any, thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) none of the Pre-Pricing Prospectuses or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since ; (iv) no Disclosure Package, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the respective dates as of which information is given statements therein, in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or, together with the Disclosure Package including the then most recent Pre-Pricing Prospectus, omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (h) The Company will, at the time of purchase deliver to the Representative a certificate of its Chief Executive Officer and its subsidiariesChief Financial Officer, taken dated the time of purchase in the form attached as Exhibit C hereto. (i) The Company will, at the time of purchase, deliver to the Representative a whole. No injunctioncertificate of its Secretary, restraining order or order dated the time of purchase, in the form attached as Exhibit D hereto. (j) The Representative shall have received each of the signed Lock-Up Agreements referred to in Section 3(w) hereof. (k) The Company shall have furnished to the Representative such other documents and certificates as to the accuracy and completeness in all material respects of any nature by a Federal statement in the Registration Statement, any Pre-Pricing Prospectus, the Prospectus or state court of competent jurisdiction shall have been issued any Permitted Free Writing Prospectus as of the Closing Date that would prevent time of purchase, as the offer or sale of the WarrantRepresentative may reasonably request. (bl) The Selling Security Holder and the Placement Agent Company shall have determined filed a listing of additional shares notification with the Clearing Price NASDAQ in writingconnection with the sale and issuance of the Shares, and shall have received no objections thereto from the NASDAQ. (cm) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 FINRA shall not have been fulfilled when and as required by this Agreement raised any objection with respect to be fulfilled, the obligations fairness or reasonableness of the Placement Agent hereunder may be terminated by placement agency arrangement, or other arrangements of the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such eventtransactions, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)contemplated hereby.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement. (b) No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agents of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. If the Company has elected to rely upon Rule 434, a term sheet shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(d) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Selling Security Holder contained hereinProspectus and, and to performance by the Company and the Selling Security Holder of in their respective covenants and obligations hereunder and to the following additional conditions: opinion (aA) No suspension as of the qualification of Effective Date, the Warrant for offering or sale in Registration Statement and Prospectus did not include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since , and (B) since the respective dates as Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the Prospectus; and (iv) no stop order suspending the effectiveness of which the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. (e) The Placement Agents shall have received, at the time this Agreement is executed and on the Closing Date a signed letter from Ernst & Young LLP addressed to the Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information is given of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time Registration Statement and the Prospectus. (f) The Placement Agents shall have received on the Closing Date from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (g) The Placement Agents shall have received on the Closing Date from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., intellectual property counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (h) The Placement Agents shall have received on the Closing Date from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (i) On the date hereof, prior to the execution of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in this Agreement the Chief Financial Officer or affecting the business, management, results of operations, or other senior financial condition officer of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued furnished to the Placement Agents a certificate in form and substance satisfactory to the Placement Agents as to the accuracy of certain numbers contained in the Closing Date that would prevent the offer or sale of the WarrantProspectus, which numbers shall be set forth in a schedule attached to such certificate. (bj) The Selling Security Holder and the Placement Agent Agents shall have determined received copies of the Clearing Price in writingLock-up Agreements executed by each entity or person listed on Schedule I hereto. (ck) At The Company shall have filed with Nasdaq all forms required by Nasdaq to be filed with it prior to the Closing, the Warrant shall be reissued in the name issuance of the Winning Bidder (or in such other name as may be directed by Shares, including a Notification Form for Listing of Additional Shares with respect to the Winning Bidder)Shares. (dl) The Warrant Shares Company shall have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement furnished or caused to be fulfilled, the obligations of furnished to the Placement Agent hereunder may be terminated by Agents such further certificates or documents as the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations Placement Agent's obligation to act as the agent of the Company hereunder, and the Placement Agent hereunder are Agent's obligation to use its best efforts to find purchasers for the Units, shall be subject to the satisfactory completion of its due diligence examination and the accuracy, as of each Applicable Time and the Closing Issuance Date, of the representations and warranties on the part of the Company and herein contained, to the Selling Security Holder contained herein, and to performance by the Company and of all its agreements herein contained, to the Selling Security Holder fulfillment of their respective or compliance by the Company with all covenants and obligations hereunder conditions hereof, and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, Placement Agent shall not contain have disclosed in writing to the Company that the Subscription Documents or any amendment or supplement thereto contains an untrue statement of a fact which in the opinion of counsel to the Placement Agent, is material fact or omit omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are made, therein not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder Between the date hereof and each Issuance Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as shall, in the sole discretion of the Placement Agent shall have determined the Clearing Price in writingAgent, materially adversely affect its business or property. (c) At Between the Closingdate hereof and each Issuance Date, the Warrant there shall be reissued in no litigation instituted, or to the name knowledge of the Winning Bidder (Company threatened, against the Company and there shall be no proceeding instituted or in such threatened against the Company or before or by any federal or state commission, regulatory body or administrative agency or other name as may be directed by governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the Winning Bidder)business, franchises, licenses, permits, operations, prospects, financial condition or income of the Company. (d) The Warrant Shares During the period subsequent to the Commencement Date and prior to each Issuance Date, the Company (i) shall have been approved for listing, subject to notice of issuance, conducted its business in the usual and ordinary manner as the same was being conducted on the Exchange. If any of Commencement Date and (ii) the conditions hereinabove provided for in this Section 6 Company shall not have been fulfilled when and as required by this Agreement to be fulfilledsuffered or experienced any materially adverse change in its financial condition or prospects. (e) The authorization of the Units, the obligations of the Placement Agent hereunder may Warrants, the Equity, the Subscription Documents, and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be terminated by reasonably satisfactory in all material respects to counsel to the Placement Agent. (f) The Company shall have furnished to the Placement Agent by notifying the opinion of its counsel dated as of each Issuance Date substantially in the form attached hereto as Exhibit A. (g) The Company and the Selling Security Holder of such termination in writing at or prior shall have furnished to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated as of each Issuance Date in the form attached hereto as Exhibit B. All the opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to Placement Agent's counsel, whose approval shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)unreasonably withheld.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder hereunder, and the closing of the sale of the Securities are subject to the accuracy, as of each Applicable Time the date hereof, and at the Closing Date, of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification of the Warrant for offering or sale in any jurisdictionProspectus, or of the initiation any amendment or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, if anyany Rule 462 Registration Statement, shall not contain an untrue statement or any amendment thereof, nor suspending or preventing the use of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale InformationDisclosure Package, and except as otherwise publicly disclosed, there has not been the Prospectus or any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction Issuer Free Writing Prospectus shall have been issued as issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Closing Date that would prevent Commission or the offer Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or sale of otherwise) shall have been complied with to the WarrantPlacement Agent’s reasonable satisfaction. (b) The Selling Security Holder Conversion Shares and the Placement Agent Warrant Shares shall have determined be qualified for listing on the Clearing Price NYSE MKT and the TSX to the extent that such Conversion Shares and Warrant Shares, in writingaggregate, amount to 19.9% of the outstanding Common Stock of the Company as of the date of this Agreement (the “Cap Amount”) with the remainder of such Conversion Shares and Warrant Shares to be qualified for listing on the NYSE MKT and the TSX upon stockholder approval thereof. (c) At The Company shall have entered into Subscription Agreements with each of the Closing, the Warrant Purchasers and such agreements shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder)full force and effect. (d) The Warrant Shares FINRA shall have been approved for listing, subject raised no objection to notice of issuance, on the Exchange. If any fairness and reasonableness of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when underwriting terms and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the arrangements. (e) The Placement Agent shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Placement Agent’s reasonable opinion, is material, or omits to state a fact which, in the Placement Agent’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (f) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any obligation to each other (except to of the extent provided in Sections 5 and 8 hereof)Company’s securities.

Conditions of the Placement Agent’s Obligations. The Placement Agent's obligations to act as Placement Agent of the Placement Agent Units offered by the Selling Shareholder hereunder are and to find purchasers for the Units shall be subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties on the part of the Company and Selling Shareholder herein contained, to the fulfillment of or compliance by the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective Shareholder with all covenants and obligations hereunder conditions hereof, and to the following additional conditions: 10.1 Counsel to the Placement Agent shall not have objected in writing or shall not have failed to give his consent to the Prospectus (a) No suspension of which objection or failure to give consent shall not have been done unreasonably). 10.2 The Placement Agent shall not have disclosed to the qualification of Selling Shareholder that the Warrant for offering or sale in any jurisdictionProspectus, or of the initiation any amendment thereof or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact fact, which, in the opinion of counsel to the Placement Agent, is material, or omit omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein, or is necessary to make the statements therein, in the light of under the circumstances under in which they are were made, not misleading. 10.3 Between the date hereof and the Closing Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or any other cause of such character as would materially adversely affect its business or property considered as an entire entity, whether or not such loss is covered by insurance. 10.4 Except as set forth in the Prospectus, during the time period between the date hereof and the initial Closing Date, there shall be no litigation instituted or threatened against the Company, and there shall be no proceeding instituted or threatened against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely effect the business, franchises, license, permits, operations or financial condition or income of the Company considered as an entity. 10.5 Except as contemplated herein or as set forth in the Prospectus, during the period subsequent to the most recent financial statements contained in the Prospectus, if any, and prior to the initial Closing Date, the Company (i) shall have conducted its business in all material respects in the usual and ordinary manner as the same is being conducted as of the date hereof and (ii) except in the ordinary course of business, the Company shall not have incurred any liabilities or obligations (direct or contingent) or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise. Since At the Closing Date, the equity account of the Company shall be substantially the same as reflected in the most recent balance sheet contained in the Prospectus and without considering the proceeds from the sale of the Units other than as may be set forth in the Prospectus. 10.6 The authorization of the Units, Common Stock and Warrants for transfer by the Selling Shareholder and all proceedings and other legal matters hereto and to this Agreement shall be reasonably satisfactory in all material respects matters to the Placement Agent or counsel to the Placement Agent, who shall have furnished the Placement Agent on the Closing Date with such favorable opinion with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement as the Placement Agent may reasonably require, and the Selling Shareholder shall have furnished such counsel such documents as he may have requested to enable him to pass upon the matters referred to in this subparagraph. 10.7 The Selling Shareholder shall have furnished to the Commission as an Exhibit to the Registration Statement, with a true and correct copy to the Placement Agent, an opinion of counsel, dated the effective date of the Registration Statement, addressed to the Placement Agent, from counsel to the Selling Shareholder, as required by the Act, in substantially the form attached to the Registration Statement as an Exhibit. 10.8 The Selling Shareholder shall have furnished to the Placement Agent a due diligence certificate signed by the Selling Shareholder, dated as of the Effective Date of the Registration Statement, to the effect that: (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct in all material respects at and as of the Closing Date (other than representations and warranties which by their terms are specifically limited to a date other than the Closing Date), and the Selling Shareholder has complied with all the agreements and has satisfied all the conditions on his part to be performed or satisfied at or prior to the Closing Date; (ii) the Selling Shareholder has carefully examined the Prospectus, and any amendments and supplements thereto, and, to the best of his knowledge, all statements contained in the Prospectus, and any amendments and supplements thereto, are true and correct, and neither the Prospectus, nor any amendment or supplement thereto, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein under the circumstances in which they were made not misleading, and since the date hereof, there has occurred no event required to 1.1 11 be set forth in an amended or supplemented Prospectus, which has not been set forth; except as set forth in the Prospectus, since the respective dates as of which the periods for which the information is given in the Time Prospectus and prior to the date of Sale Informationsuch certificate, and except as otherwise publicly disclosed, (a) there has not been any material adverse change change, financial and otherwise, in or affecting the business, management, results affairs of operations, or financial condition of the Company Company, and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued except as disclosed in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security HolderProspectus, the Company has not incurred any material liabilities, direct or contingent or entered into any material transactions, otherwise than in the ordinary course of business; and (iii) the Selling Shareholder has provided true and the correct copies of all documents in his possession or which he could obtain that were requested by Placement Agent shall not be under pursuant to any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)due diligence inquiry.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time the date hereof and at the applicable Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package or the Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or otherwise) shall have been complied with to R▇▇▇’▇ satisfaction. (b) The Placement Agent shall not have reasonably determined and all amendments advised the Company that the Registration Statement, the Time of Sale Disclosure Package or supplements the Final Prospectus, or any amendment thereof or supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact which, in R▇▇▇’▇ reasonable opinion, is material, or omit omits to state a fact which, in R▇▇▇’▇ reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (c) On the applicable Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letters of counsel for the Company, dated the applicable Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to R▇▇▇. (d) The Placement Agent shall have received a letter from H▇▇▇ & Associates LLP, on the light Closing Date addressed to the Placement Agent, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company, and except as otherwise publicly disclosedother matters required by R▇▇▇ and a bringdown letter confirming the conclusions and findings of said firm on the applicable Closing Date. (e) On the applicable Closing Date, there has not shall have been any material adverse change furnished to the Placement Agent a certificate, dated the applicable Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the Company, in or affecting their capacity as officers of the businessCompany, management, results of operations, or financial condition to the effect that: (i) The representations and warranties of the Company in this Agreement are true and its subsidiariescorrect, taken in all material respects, as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued if made at and as of the applicable Closing Date that would prevent Date, and the offer Company has complied with all the agreements and satisfied all the conditions on its part to be performed or sale satisfied at or prior to the applicable Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the WarrantRegistration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Units for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their Knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date. (bf) The Selling Security Holder Common Stock shall be registered under the Exchange Act and shall be listed on NASDAQ Capital Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from NASDAQ Capital Market, nor, except as disclosed in the Final Prospectus, shall the Company have received any information suggesting that the Commission or NASDAQ is contemplating terminating such registration or listing. (g) The Company shall have furnished to the Placement Agent shall and counsel for the Placement Agent such additional documents, certificates and evidence as the Placement Agent or its counsel may have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchangereasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the applicable Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 1(b), the Company Section 6(h), Section 8 and the Placement Agent Section 9 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy in all material respects of the representations and warranties of the Company herein as of the Closing Date and each Subsequent Closing Date, if any, as if they had been made on and as of the Closing Date or each Subsequent Closing Date, as the case may be; the accuracy on and as of the Closing Date or Subsequent Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder Closing Date and each Subsequent Closing Date, if any, of their respective each of its material covenants and obligations hereunder and to the following additional further conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time be declared effective by the Commission not later than 5:30 P.M., Florida time, on the date of Sale Information this Agreement or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at Closing Date and each Subsequent Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated to the knowledge of the Company by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent’s Counsel. (b) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Placement Agent’s opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. (c) The Company's registration statement pursuant to the Exchange Act on Form 8-A has been declared effective by the Commission. (d) At the Closing Date and the Subsequent Closing Date, the Placement Agent shall have received the favorable opinion of Sachs, Sax & ▇▇▇▇▇, LLP, counsel to the Company, dated the Closing Date, or Subsequent Closing Date, as the case may be, addressed to the Placement Agent and in form and substance satisfactory to Placement Agent’s Counsel, to the effect that: (i) The Company: (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus; (B) the Company is duly licensed or qualified as a foreign corporation in all jurisdictions in which by reason of maintaining an office in such jurisdiction or by owning or leasing real property in such jurisdiction it is required to be so licensed or qualified except where failure to be so qualified or licensed would have no material adverse effect upon the Company; and (C) to the best of counsel's knowledge, the Company has not received any notice of proceedings relating to the revocation or modification of any such license or qualification which revocation or modification would have a material adverse effect upon the Company; (ii) The Registration Statement, each Preliminary Prospectus that has been circulated and the Prospectus and any post-effective amendments or supplements thereto (other than the exhibits, financial statements, schedules and other financial and statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and Regulations and the conditions for use of a registration statement on Form S-1 have been satisfied by the Company; (iii) To the best of such counsel's knowledge, except as described in the Prospectus, the Company does not own an interest of a character required to be disclosed in the Registration Statement in any corporation, partnership, joint venture, trust or other business entity; (iv) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus as of the date indicated therein, under the caption "Capitalization". Since The Securities and Placement Agent’s Warrant Units conform, or upon issuance will conform, in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and, to the best knowledge of counsel, all shares of capital stock are fully paid and non-assessable; the holders thereof are not, except by reason of their own conduct or acts, subject to personal liability by reason of being such holders, and none of such securities were issued in violation of the preemptive rights of any holder of any security of the Company. The Securities to be sold by the Company hereunder and the Placement Agent’s Warrant Units to be sold by the Company have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform or upon issuance will conform to the description thereof contained in the Prospectus; are not subject to any preemptive or other similar rights of any shareholder of the Company; that, to such counsel's knowledge, the holders of the Securities and Placement Agent’s Warrant Units shall not be personally liable for the payment of the Company's debts solely by reason of being such holders except as they may be liable by reason of their own conduct or acts; and that the certificates representing the Units and Placement Agent’s Warrant Units are in due and proper legal form. Upon delivery of the Units to the Placement Agent against payment therefor as provided for in this Agreement, the purchasers will acquire good title to the Units, free and clear of all liens, encumbrances, equities, security interests and claims; (v) Each of the Registration Statement and the Form 8-A has been declared effective under the Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and to the best of such counsel's knowledge, no proceedings for that purpose have been instituted or are pending or threatened or contemplated under the Act; (vi) To the best of such counsel's knowledge, (A) there are no material contracts or other documents required to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto regarding such material contracts or other documents to which the Company is a party or by which it is bound, are accurate in all material respects and fairly represent the information required to be shown by Form S-1 and the Rules and Regulations; (vii) This Agreement, the Placement Agent’s Warrant Units and the Warrant Agreement between the Company, the Warrant Agent and Placement Agent Agreements have each been duly and validly authorized, executed and delivered by the Company, and assuming that each is a valid and binding agreement of the Placement Agent, as the case may be, constitutes a legally valid and binding agreement of the Company, enforceable as against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law or pursuant to public policy); (viii) Neither the execution or delivery by the Company of this Agreement, the Placement Agent’s Warrant Units and the Warrant Agreement, nor its performance hereunder or thereunder, nor its consummation of the transactions contemplated herein or therein, nor the issuance of the Securities pursuant to this Agreement, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company except to the extent such event will not have a material adverse effect upon the Company pursuant to the terms of, (A) the Articles of Incorporation or By-Laws of the Company, (B) to the best knowledge of such counsel, any indenture, mortgage, deed of trust, voting trust agreement, shareholders agreement, note, loan or credit agreement or any other agreement or instrument that is material to the Company to which the Company is a party or by which it is bound or to which its properties or assets (tangible or intangible) are subject, or any indebtedness, or (C) to the best knowledge of such counsel, and except to the extent it would not have a material adverse effect on the Company, any statute, judgment, decree, order, rule or regulation applicable to the Company or any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, having jurisdiction over the Company or any of its respective activities or properties; (ix) No consent, approval, authorization or order, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under state securities laws, as to which no opinion need be rendered) is required in connection with the issuance by the Company of the Securities pursuant to the Prospectus and the Registration Statement, the performance of this Agreement and the Placement Agent’s Warrant Units by the Company, and the taking of any action by the Company contemplated hereby or thereby, which has not been obtained; (x) Except as described in the Prospectus, to the best knowledge of such counsel, the Company is not in breach of, or in default under, any material term or provision of any indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, shareholders, agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets (tangible or intangible) of the Company is subject or affected; and, to the best knowledge of counsel, the Company is not in violation of any material term or provision of its Articles of Incorporation or By-Laws or in violation of any material franchise, license, permit, judgment, decree, order, statute, rule or regulation material to the Company business; (xi) The statements in the Prospectus under the captions "DESCRIPTION OF BUSINESS" "MANAGEMENT," "PRINCIPAL SHAREHOLDERS," "CERTAIN TRANSACTIONS," "DESCRIPTION OF CAPITAL STOCK," and "SHARES ELIGIBLE FOR FUTURE SALE" and "RISK FACTORS" have been reviewed by such counsel, and only insofar as they refer to statements of law, descriptions of statutes, rules or regulations or legal conclusions, are correct in all material respects; and (xii) To the best of such counsel's knowledge, except as described in the Prospectus, no person, corporation, trust, partnership, association or other entity holding securities of the Company has the contractual right to include and/or register any securities of the Company in the Registration Statement, require the Company to file any registration statement or, if filed, to include any security in such registration statement. In addition, such counsel shall state that such counsel has participated in meetings and teleconferences with officers of the Company, the Placement Agent, Placement Agent’s counsel and the independent public accountants for the Company, at which the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus and made no independent check or verification thereof, on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective or the Prospectus as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus or with respect to statements or omissions made therein in reliance upon information furnished in writing to the Company on behalf of any Placement Agent expressly for use in the Registration Statement or the Prospectus). In rendering such opinion, such counsel may rely, as to matters of fact, to the extent they deem proper, on certificates and written statements of responsible officers of the Company and certificates or other written statements 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 Placement Agent’s Counsel, if requested. (e) At each Subsequent Closing Date, if any, the Placement Agent shall have received the favorable opinion of counsel to the Company, each dated the Subsequent Closing Date, addressed to the Placement Agent and in form and substance satisfactory to Placement Agent’s Counsel confirming as of the Subsequent Closing Date the statements made by such firm, in their opinion, delivered on the Closing Date. (f) On or prior to each of the Closing Date and the Subsequent Closing Date, Placement Agent’s Counsel shall have been furnished such documents, certificates and other legal opinions (including, without limitation, legal opinions related to patent or trademark matters) as they may reasonably require and request for the purpose of enabling them to review or pass upon the matters referred to in subsection (d) of this Section 6, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (g) Prior to the Closing Date and each Subsequent Closing Date, if any: (i) there shall have been no material adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects or the business activities of the Company, whether or not in the ordinary course of business, from the latest dates as of which information such condition is given set forth in the Time Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, managemententered into by the Company, results from the latest date as of operations, or which the financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued is set forth in the name of Registration Statement and Prospectus which is materially adverse to the Winning Bidder Company; (or in such other name as may be directed by the Winning Bidder). (diii) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be in material default under any obligation provision of any instrument relating to each other (except to the extent provided in Sections 5 and 8 hereof).any outstanding ind

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time the date hereof and at the applicable Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package or the Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or otherwise) shall have been complied with to the Representative’s satisfaction. (b) The Placement Agent shall not have reasonably determined and all amendments advised the Company that the Registration Statement, the Time of Sale Disclosure Package or supplements the Final Prospectus, or any amendment thereof or supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact which is material, or omit omits to state a fact which is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (c) On the applicable Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letters of counsel for the Company, dated the applicable Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the light Representative. (d) The Placement Agent shall have received a letter from PMB H▇▇▇▇ ▇▇▇▇▇▇▇ LLP, on the date hereof addressed to the Placement Agent, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company, and except as otherwise publicly disclosedother matters required by the Representative and a bringdown letter confirming the conclusions and findings of said firm on the applicable Closing Date. (e) On the applicable Closing Date, there has not shall have been any material adverse change furnished to the Placement Agents a certificate, dated the applicable Closing Date and addressed to the Placement Agents, signed by the chief executive officer and the chief financial officer of the Company, in or affecting their capacity as officers of the businessCompany, management, results of operations, or financial condition to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the applicable Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its subsidiaries, taken as a whole. part to be performed or satisfied at or prior to the applicable Closing Date; (ii) No injunction, restraining stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Units for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their Knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any nature by event resulting or reasonably likely to result in a Federal or state court Material Adverse Effect during the period from and after the date of competent jurisdiction this Agreement and prior to the applicable Closing Date. (f) On the applicable Closing Date, there shall have been issued as furnished to the Placement Agent a certificate, dated the applicable Closing Date and addressed to the Placement Agent, signed by the Company’s secretary including copies of all resolutions of the Closing Date that would prevent Company’s Board of Directors or committees thereof relating to the Registration Statement and the offer or and sale of the WarrantSecurities, and the Company’s certificate of incorporation and by-laws as amended and in effect on the applicable Closing Date. (bg) The Selling Security Holder Common Stock shall be registered under the Exchange Act and shall be listed on NASDAQ Capital Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from NASDAQ Capital Market, nor, except as disclosed in the Final Prospectus, shall the Company have received any information suggesting that the Commission or NASDAQ is contemplating terminating such registration or listing. (h) The Company shall have furnished to the Placement Agent shall and counsel for the Placement Agent such additional documents, certificates and evidence as the Placement Agent or its counsel may have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchangereasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the applicable Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 1(b), the Company Section 6(h), Section 8 and the Placement Agent Section 9 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are to place the Certificates with Investors shall be subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension TRI shall have (i) caused all UCC financing statements required to perfect the first priority ownership or security interest of the qualification Investors and the Trustee in the Transferred Assets, free and clear of all Liens (other than Permitted Liens and Liens created by the Warrant for offering or sale Program Documents) to be duly filed in any jurisdictionthe manner required by the laws of each appropriate jurisdiction and (ii) paid, or of caused to be paid, all transfer taxes, documentary stamp taxes and filing fees incurred in connection therewith. (b) All corporate and other proceedings in connection with the initiation or threatening of any proceedings for any of such purposestransactions contemplated herein and in the Program Documents and all documents and certificates incident thereto shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and the Placement Agent shall have occurredreceived any other documents and certificates incident to the transactions that the Placement Agent or its counsel shall reasonably request. The Time Placement Agent or its counsel shall have received on the Closing Date certified copies of Sale Information all documents evidencing corporate action taken by each of Thermadyne, Vict▇▇, ▇▇e Sellers, TRI and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement the Trustee to approve the execution and delivery of material fact or omit this Agreement and the Program Documents to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are madea party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Certificates, the Certificates shall have been executed by TRI and authenticated by or on behalf of the Trustee, and each of the RPA, the RPSAs, this Agreement, and the other Program Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Placement Agent 406 and the Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Program Documents delivered on or prior to the Closing Date, and the Trustee shall have received the Certificates. (d) The Placement Agent or its counsel shall have received on the Closing Date incumbency certificates executed by Authorized Officers of Thermadyne, Vict▇▇, ▇▇e Sellers and TRI certifying the identities and signatures of the officers who executed each of the Program Documents to which Thermadyne, Vict▇▇, ▇▇e Sellers or TRI, as the case may be, is a party. (e) Upon consummation of the transactions contemplated in the Program Documents that are to occur on or prior to the Closing Date, TRI shall have a net worth of not misleading. Since less than the amount required by the RPA, as certified by an Authorized Officer of TRI. (f) Intentionally deleted. (g) The Certificates shall have been rated "AAA" by the Rating Agency, such rating shall be in full force and effect and the Placement Agent shall have received on the Closing Date a letter from the Rating Agency dated on or before the Closing Date to such effect. (h) Subsequent to the respective dates as of which information is given in the Time Offering Memorandum, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the earnings, business, operations or business prospects of Sale InformationThermadyne and its Subsidiaries, taken as a whole, or of TRI, whether or not arising in the ordinary course of business, (ii) any other event or occurrence that could reasonably be expected to have a Material Adverse Effect, (iii) a suspension or material limitation in trading in any securities issued by Thermadyne or any of its Affiliates, or in securities generally, on any securities exchange or the establishment of minimum prices on any such exchange, (iv) a general moratorium on commercial banking activities declared by either federal or New York State authorities, (v) any downgrading in the rating accorded securities issued by Thermadyne or any of its Affiliates by any "nationally recognized statistical rating organization." as that term is defined for purposes of Rule 436(g) under the Securities Act, or any public announcement that any such organization has under surveillance or review its rating of any debt securities of Thermadyne or its Affiliates (other than an announcement with positive implications of a possible upgrading, and except as otherwise publicly disclosedno implication of a possible downgrading, there has not been of the rating), (vi) any outbreak or escalation of major hostilities in which the United States of America is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency that in the reasonable judgment of the Placement Agent makes it inadvisable to proceed with the solicitation of offers to purchase the Certificates, or (vii) any material adverse change in financial, political or affecting economic conditions that in the business, management, results of operations, or financial condition reasonable judgment of the Company Placement Agent makes it inadvisable to purchase the Certificates or to proceed with the solicitation of offers to purchase the Certificates. (i) On the Closing Date, the Placement Agent shall have received opinions, dated the Closing Date, addressed to the Placement Agent and satisfactory to its counsel, of (i) Weil, 407 Gotshal & Mang▇▇ ▇▇▇, special counsel to Thermadyne and TRI, (A) as to the "true sale" of the Receivables and the substantive consolidation of TRI, (B) as to corporate, securities and other matters and (C) as to characterization of the Investors' interest as indebtedness and not as equity interest in an association taxable as a corporation for federal income tax purposes and (ii) Sonnenschein, Nath & Rose▇▇▇▇▇, ▇▇unsel to Thermadyne and TRI, (A) as to perfection of the Trustee's interest in the Transferred Assets and other UCC matters and (B) as to characterization of the Investors' interests as debt and not as equity interests in an association taxable as a corporation for state tax purposes. (j) The Placement Agent shall have received from Ernst & Young LLP a comfort letter with respect to the Offering Memorandum dated the Closing Date, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction counsel. (k) The Placement Agent shall have been issued received an opinion from Maye▇, ▇▇ow▇ & ▇lat▇, ▇▇ form and substance satisfactory to the Placement Agent, as to any matters as it may require. (l) The representations and warranties of each of Thermadyne and TRI contained in this Agreement and in the Program Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date that would prevent the offer or sale (other than representations and warranties made as of the Warrant. (b) The Selling Security Holder a specific date, which shall be true and the Placement Agent correct in all material respects as of such specific date); Thermadyne and TRI shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, performed all covenants and agreements and satisfied all conditions on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement their respective parts to be fulfilled, performed or satisfied hereunder and under the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at Program Documents on or prior to the Closing Date. In ; subsequent to the date of the Annual Statements, there shall have been no material adverse change in the business, condition (financial or otherwise) or results of operations or business prospects of Thermadyne and its Subsidiaries, taken as a whole, or of TRI; and no event shall have occurred and no condition shall exist that would constitute a Liquidation Event or a Servicer Termination Event under the RPA, either with or without notice or lapse of time or both. (m) Subsequent to the respective dates as of which information is given in the Offering Memorandum, other than as contemplated by the Offering Memorandum, none of Thermadyne and its Subsidiaries, taken as a whole, or TRI shall have entered into any transactions that are material to the business, condition (financial or otherwise) or results of operations or business prospects of Thermadyne and its Subsidiaries, taken as a whole, or TRI. (n) The Placement Agent shall have received a certificate of each of Thermadyne, Vict▇▇, ▇▇ch Seller and TRI, dated the Closing Date, signed on behalf of such eventcompany by an Authorized Officer, to the Selling Security Holdereffect that: (i) The representations and warranties of each of Thermadyne, Vict▇▇, ▇▇ch Seller and TRI contained in this Agreement and in the Company Program Documents to which each is a party are true and correct in all material respects as of the Closing Date as if made on such date (other than representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specific date); Thermadyne, 408 Vict▇▇, ▇▇ch Seller and TRI have performed all covenants and agreements and satisfied all conditions on their respective parts to be performed or satisfied hereunder and under the Program Documents on or prior to the Closing Date; subsequent to the date of the Annual Statements, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations or business prospects of Thermadyne and its Subsidiaries, taken as a whole, or TRI; and no event has occurred and no condition exists that would constitute a Liquidation Event or a Servicer Termination Event, either with or without notice or lapse of time or both. (ii) Upon consummation of the transactions contemplated in the Program Documents on or prior to the Closing Date, TRI shall have a net worth of not less than the amount required by the RPA. (iii) Subsequent to the respective dates as of which information is given in the Offering Memorandum, there has not occurred (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the earnings, business, operations or business prospects of Thermadyne and its Subsidiaries, taken as a whole, or TRI, whether or not arising in the ordinary course of business, or TRI, or (B) any other event or occurrence that would have a Material Adverse Effect. (iv) Subsequent to the respective dates as of which information is given in the Offering Memorandum, other than as contemplated by the Offering Memorandum, none of Thermadyne and its Subsidiaries, taken as a whole, or TRI has entered into any transactions that are material to the business, condition (financial or otherwise) or results of operations or business prospects of Thermadyne and its Subsidiaries, taken as a whole, or TRI. (o) The Placement Agent shall have received confirmation that the Certificates have been designated for trading as PORTAL Securities by the National Association of Securities Dealers, Inc. and have been accepted for clearance of secondary market trading by DTC, Euroclear and CEDEL. (p) Thermadyne and TRI shall furnish to the Placement Agent (x) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Placement Agent or its counsel reasonably may request and (y) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)reasonably request.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations following terms and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension order preventing or suspending the use of the qualification Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Warrant Registration Statement shall be in effect and no proceedings for offering such purpose shall be pending before or sale threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in any jurisdictionthe Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agents of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. If the Company has elected to rely upon Rule 434, a term sheet shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period. (b) The representations and warranties of the initiation or threatening Company contained in this Agreement and in the certificates delivered pursuant to this Section 4 shall be true and correct when made and on and as of any proceedings for any of the Closing Date as if made on such purposes, date. The Company shall have occurred. performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (c) The Time Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of Sale Information the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all amendments or supplements theretocovenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Prospectus and, or modifications thereofin their opinion (A) as of the Effective Date, if any, shall the Registration Statement and Prospectus did not contain an include any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise publicly disclosed, there has not been any material adverse change in required an amendment to the Registration Statement or affecting the business, management, results of operations, or financial condition Prospectus; and (iv) no stop order suspending the effectiveness of the Company and its subsidiariesRegistration Statement has been issued and, taken as a whole. No injunctionto their knowledge, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall no proceedings for that purpose have been issued as of instituted or are pending under the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder)Securities Act. (d) The Warrant Placement Agents shall have received, at the time this Agreement is executed and on the Closing Date a signed letter from Ernst & Young LLP addressed to the Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (e) The Placement Agents shall have received on the Closing Date from Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents. (f) The Placement Agents shall have received on the Closing Date from each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, P.C. and ▇▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇, LLC, intellectual property counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents. (g) The Placement Agents shall have received on the Closing Date from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents. (h) On the date hereof, prior to the execution of this Agreement the Chief Financial Officer or other senior financial officer of the Company shall have furnished to the Placement Agents a certificate in form and substance satisfactory to the Placement Agents as to the accuracy of certain numbers contained in the Prospectus, which numbers shall be set forth in a schedule attached to such certificate. (i) The Placement Agents shall have received copies of the Lock-up Agreements executed by each entity or person listed on Schedule I hereto. (j) The Shares shall have been approved for listingquotation on the Nasdaq SmallCap Market, subject only to official notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 . (k) The Company shall not have been fulfilled when and as required by this Agreement furnished or caused to be fulfilled, the obligations of furnished to the Placement Agent hereunder may be terminated by Agents such further certificates or documents as the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The respective obligations of the Placement Agent hereunder and the Purchasers under the Subscription Agreements, and the Closing of the sale of the Shares, are subject to the accuracy, as of each Applicable Time the date hereof and at the Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or the Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Placement Agent’s satisfaction. (b) The Shares shall be qualified for listing on the NASDAQ Capital Market. (c) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect. (d) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, Subscription Agreement, the Shares, the Registration Statement, the Time of Sale Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and all amendments other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters (e) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (f) The Placement Agent shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or supplements the Prospectus, or any amendment thereof or supplement thereto, or modifications thereofany Issuer Free Writing Prospectus, if any, shall not contain contains an untrue statement of material fact which, in the Placement Agent’s reasonable opinion, is material, or omit omits to state a fact which, in the Placement Agent’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (g) On the Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letters of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ LLP, dated the Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the light Placement Agent. (h) On the Closing Date, there shall have been furnished to the Placement Agent the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated the Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (i) On the Closing Date, there shall have been furnished to the Placement Agent a certificate, dated the Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the circumstances under which Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) The Placement Agent shall have received a letter of EisnerAmper LLP on the date hereof and the Closing Date, addressed to the Placement Agent, confirming that they are madeindependent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date hereof and as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not prior to the date hereof or more than five days prior to the Closing Date), the conclusions and findings of said firm with respect to the financial information and other matters required by the Placement Agent. (k) Since the date of the latest audited financial statements included in the Time of Sale Disclosure Package or incorporated by reference in the Time of Sale Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Time of Sale Disclosure Package, and except as otherwise publicly disclosed, (ii) there has shall not have been any material adverse change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations, or financial condition operations of the Company and its subsidiaries, otherwise than as set forth in the Time of Sale Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (i), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package. (l) No action shall have been taken as a whole. No and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by a Federal any federal or state court of competent jurisdiction shall have been issued as of the Closing Date that which would prevent the offer issuance or sale of the WarrantShares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (bm) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the Nasdaq Capital Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Placement Agent, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the Time of Sale Disclosure Package and the Prospectus. (n) The Selling Security Holder and the Placement Agent shall have determined received on and as of such Closing Date satisfactory evidence of the Clearing Price good standing of the company and its subsidiaries in writingtheir respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Placement Agent may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (co) At The Placement Agent shall have received the Closingwritten agreements, the Warrant shall be reissued substantially in the name form of Exhibit B hereto, of the Winning Bidder (or officers, directors and certain stockholders of the Company listed in such other name as may be directed by the Winning Bidder)Exhibit C to this Agreement. (dp) The Warrant Shares Company shall have been approved furnished to the Placement Agent a Secretary’s Certificate of the Company, in form and substance reasonably satisfactory to counsel for listingthe Placement Agent. (q) The Company shall have furnished to the Placement Agent and its counsel such additional documents, subject to notice of issuance, on certificates and evidence as the ExchangePlacement Agent or its counsel may have reasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 5(a)(vii), the Company Section 7 and the Placement Agent Section 8 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any Closing (including, without limitation, all Subscription Documents and all Company Documents), as of the date hereof and as of the Initial Closing Date or the date of any Closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of The Initial Closing and each Subsequent Closing, the qualification of Placement Agent shall have received certificates for the Warrant for offering or sale Shares sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit Shares purchased (the Placement Agent will be responsible for delivering such certificates to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantInvestors). (b) The Selling Security Holder At the Initial Closing and each Subsequent Closing, the Placement Agent shall have determined received warrant certificates for the Clearing Price Warrants sold to the Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of the Warrant Shares which may be received upon the exercise thereof (the Placement Agent will be responsible for delivering such certificates to the Investors). (c) At the Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received warrant certificates for the Placement Agent Warrants issued to the Placement Agent in the name Placement, duly executed and made out in the names to be designated by the Placement Agent for the amount of the Winning Bidder (or in such other name as Placement Agent Warrant Shares which may be directed by received upon the Winning Bidder)exercise thereof. (d) The Warrant Shares have been approved for listingAt the Initial Closing and each Subsequent Closing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by shall have received the applicable fees payable to the Placement Agent as described in Section 3 hereof. (e) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion of Robert L. Blessey, Esq., as counsel for the Company, and the favorable ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇mpany's special healthcare counsel, each such opinion to be in the form and substance customary for transactions such as the placement and reasonably satisfactory to the Placement Agent and such counsel. Such opinion of Robert L. Blessey, Esq. shall contain, among other customary opinions, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇stomary qualifications and in reliance upon appropriate documents and certificates of officers of the Company and government officials, the following required legal opinions: (i) The Company has been duly organized and is validly existing and in good standing under the laws of the State of New York, has all requisite power and authority necessary to own or hold its properties and conduct its business, and is duly qualified or licensed to do business as a foreign corporation in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be licensed would not have a Material Adverse Effect; (ii) Each Subsidiary is validly existing and is in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its properties and to conduct its business and is duly qualified and authorized to transact business and is in good standing in each jurisdiction in which the conduct of its business or the nature of its properties requires such qualification or authorization, except where the failure to be so qualified or authorized and in good standing could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Company Documents, all of the issued and outstanding shares of capital stock of each Subsidiary are owned by notifying the Company and, to the knowledge of such counsel, all such issued and outstanding shares have been duly authorized and validly issued, and are non-assessable. To the knowledge of such counsel, and except as disclosed in the Memorandum and the Company Documents, the Company owns the outstanding capital stock of each Subsidiary free and clear of any Liens. (iii) Each of this Agreement, the Escrow Agreement by and among the Placement Agent, the Company and the Selling Security Holder Escrow Agent, the shares of such termination Common Stock, the Warrants, the Placement Agent Warrants and the Subscription Documents has been duly and validly authorized, executed and delivered by the Company, and is the valid and binding obligation of the Company, enforceable against it in writing at accordance with its terms, subject to, insofar as enforcement of the indemnification or prior contribution provisions hereof and thereof may be limited by applicable laws or principles of public policy and further subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles; (iv) The authorized capital stock of the Company as of the date hereof (before giving effect to the Closing Datetransactions contemplated by this Agreement) is as set forth in the Memorandum. In such eventThe Sagemark Companies, Ltd. October 14, 2004 Page 27 of 35 (v) The Securities have been duly authorized, validly issued, fully paid and nonassessable. The Shares, the Selling Security HolderWarrant Shares and the Placement Agent Warrants have all been duly reserved, and when issued in accordance with the terms of the Placement, will be validly issued, fully paid and nonassessable and not subject to preemptive or any other similar rights; (vi) Assuming: (A) the accuracy of the information provided by the Investors in the Subscription Documents, and (B) that the Company and the Placement Agent have complied in all material respects with the requirements of Section 4(2) of the Securities Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Units and the Placement Agent Warrants issued to the Placement Agent are exempt from registration under the Securities Act and Regulation D promulgated thereunder; (vii) To the best knowledge of such counsel, neither the execution and delivery of this Agreement and the Warrants, nor compliance with the terms hereof, nor the consummation of the transactions herein contemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or Bylaws of the Company, or any material contract, instrument or document to which the Company or any Subsidiary is a party (which material contract, instrument or document will be enumerated on a schedule to such opinion provided by the Company), in each case as of the date of such opinion. To the actual knowledge of such counsel none of such material contracts, instruments or documents violate any judgment, order or decree of any governmental agency or court having jurisdiction over the Company or any of its properties or business to which the Company is subject; (viii) To the actual knowledge of such counsel, there are no claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental authority or instrumentality pending or threatened against or affecting the Company or involving the properties of the Company, an unfavorable outcome to which would have a Material Adverse Effect, except as set forth in or contemplated by the Memorandum or Subscription Documents. (ix) such counsel has reviewed the Memorandum, the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003, and its Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004 (the "SEC Reports") and, based upon such review, nothing has come to the attention of such counsel to cause such counsel to believe that the Memorandum or the SEC Reports contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing opinion shall specifically exclude and shall not cover: (A) any matters relating to the Intellectual Property of the Company or the Subsidiaries, (B) any audited or unaudited financial statements or Schedules of the Company (including footnotes thereto and all other financial disclosures contained therein or occurring subsequent thereto), (C) any disclosures based upon or relating to healthcare or environmental statutes, rules or regulations, and (D) any documents incorporated by reference in the Memorandum or the SEC Reports. The Sagemark Companies, Ltd. October 14, 2004 Page 28 of 35 (f) At the Initial Closing, the Placement Agent shall have received "lock-up" agreements, in the form to be under agreed upon by the Company and the Placement Agent, duly executed by each director, officer and holder of five percent (5%) or more of the Company's Common Stock as of the Closing, which "lock-up" agreement shall provide that such persons shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company (currently owned or hereafter acquired by them, through the exercise of warrants or options, or otherwise) for a period of twelve (12) months from the Final Closing Date, except as otherwise provided for therein. (g) At each Closing, the Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed, and (ii) with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (h) At each Closing, the Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement of, as applicable, the Company and the Subsidiaries. (i) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (j) On or prior to or following the Initial Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (k) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall, unless stated otherwise therein, be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent's obligations hereunder have not been fulfilled as and when required to be so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that Placement Agent elects to terminate this Agreement, Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 11 hereof. The Sagemark Companies, Ltd. October 14, 2004 Page 29 of 35 (l) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent updated opinions, certificates or other information described in Sections 5 and 8 hereof)this Section 10.

Conditions of the Placement Agent’s Obligations. The Placement Agent’s obligations of the Placement Agent hereunder are subject to the accuracy, accuracy in all material respects at and (except as otherwise stated herein) as of each Applicable Time the date hereof and at and as of the applicable Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Company and the Selling Security Holder contained herein, and to performance applicable Closing Date by the Company and the Selling Security Holder of their respective with its covenants and obligations hereunder agreements herein contained and other provisions hereof to be satisfied at or prior to the applicable Closing Date and to the following additional conditions: (a) No suspension of The Placement Agent shall not have stated in writing prior to the qualification of applicable Closing Date to the Warrant for offering or sale in any jurisdictionCompany that the Memorandum, or of the initiation any amendment or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain supplement thereto contains an untrue statement of material fact which, in the Placement Agent’s opinion, is material, or omit omits to state a material fact which, in the Placement Agent’s opinion, is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since . (b) The Placement Agent shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P., counsel for the respective dates Company, an opinion, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B hereto. (c) The Placement Agent shall have received a certificate, dated the applicable Closing Date, of the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) No injunction preventing or suspending the use of the Memorandum has been issued, and, to the best of the knowledge of the signers, no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act or any state securities laws; (ii) The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of which information is given the applicable Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (iii) No litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in the Time Memorandum that is not so disclosed; and (iv) Between the date of Sale Information, this Agreement and except as otherwise publicly disclosedthe applicable Closing Date, there has not been any material adverse change, or to the knowledge of the Company, any development involving a prospective material adverse change (so far as the Company may now foresee), in the condition (financial or affecting the otherwise), business, managementprospects, or results of operations, or financial condition operations of the Company. (e) The Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued furnished to the Placement Agent such additional certificates as the Placement Agent may have reasonably requested as to the accuracy, at and as of the applicable Closing Date, of the representations and warranties made herein by it, as to compliance at and as of the applicable Closing Date that would prevent by it with its covenants and agreements herein contained, and other provisions hereof to be satisfied at or prior to the offer or sale of applicable Closing Date and as to other conditions to the WarrantPlacement Agent’s obligations hereunder. (bf) The Selling Security Holder and There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the Placement Agent shall commencement of similar actions which, if determined adversely to the Company, would have determined a material adverse effect on the Clearing Price in writing. condition (c) At the Closingfinancial or otherwise), the Warrant shall be reissued in the name business, property, or results of operations of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the ExchangeCompany. If any of the conditions hereinabove provided for in this Section 6 9 shall not have been fulfilled satisfied when and as required by this Agreement, this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the applicable Closing Date. In such event, the Selling Security Holder, the Company and but the Placement Agent shall not be under entitled to waive any obligation to each other (except to the extent provided of such conditions in Sections 5 and 8 hereof)writing.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent Agents hereunder and the Closing of the issuance and sale of the Units are subject to the accuracy, as of each Applicable Time when made and on the Closing Date, of the representations and warranties of the Company General Partner and the Selling Security Holder Partnership contained herein, and to the performance by the Company General Partner and the Selling Security Holder Partnership of their respective covenants and obligations hereunder hereunder, and to each of the following additional terms and conditions: (a) No suspension The Prospectus shall have been timely filed with the Commission in accordance with Section 4(a)(i) hereof; the Partnership shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the qualification Registration Statement or preventing or suspending the use of the Warrant Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for offering such purpose shall have been initiated or sale threatened by the Commission; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with; and the Commission shall not have notified the General Partner or the Partnership of any jurisdictionobjection to the use of the form of the Registration Statement. (b) Barclays Capital Inc. shall not have discovered and disclosed to the Partnership on or prior to the Closing Date that the Registration Statement, as of the Effective Date, the Prospectus, as of its date or on the Closing Date, or the Pricing Disclosure Package, as of the initiation Applicable Time, in each case including any amendment or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of a fact that, in the reasonable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Placement Agents, is material fact or omit omits to state a fact that, in the reasonable opinion of such counsel, is material fact and (i) solely in the case of the Registration Statement is required to be stated therein or (ii) is necessary to make the statements thereintherein not misleading (in the case of the Prospectus or the Pricing Disclosure Package, in the light of the circumstances under which such statements were made). (c) All corporate, partnership and limited liability company proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents, the Units, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agents, and the Partnership shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. shall have furnished to the Placement Agents its written opinion, as counsel to the Partnership, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to Barclays Capital Inc., substantially in the form attached hereto as Exhibit C. (e) The Placement Agents shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Placement Agents, such opinion or opinions, dated the Closing Date, with respect to the sale of the Units and other related matters as Barclays Capital Inc. may reasonably require, and the Partnership shall have furnished to such counsel such documents as such counsel may reasonably request for the purpose of enabling them to pass upon such matters. (f) At the time of execution of this Agreement, the Placement Agents shall have received from Deloitte & Touche LLP a letter (the “initial letter”), in form and substance satisfactory to Barclays Capital Inc., addressed to the Placement Agents and dated the date hereof (i) confirming that they are madeindependent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, not misleading. Since and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time Pricing Disclosure Package, as of Sale Informationa date not more than three business days prior to the date hereof), the conclusions and except as otherwise publicly disclosedfindings of such firm with respect to the Partnership’s financial information and other matters ordinarily covered by accountants’ “comfort letters” in connection with registered public offerings. (g) The Placement Agents shall have received from Deloitte & Touche LLP a letter (the “bring-down letter”), there has not been any material adverse change in or affecting form and substance satisfactory to Barclays Capital Inc., addressed to the business, management, results of operations, or financial condition Placement Agents and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Company Securities Act and its subsidiariesare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, taken (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a whole. No injunctiondate not more than three business days prior to the date of the bring-down letter), restraining order or order the conclusions and findings of any nature such firm with respect to the Partnership’s financial information and other matters covered by a Federal or state court the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (h) At the time of competent jurisdiction execution of this Agreement, the General Partner shall have been issued furnished to the Placement Agents a certificate, dated the date hereof, of the Chief Financial Officer of the General Partner, in form and substance satisfactory to Barclays Capital Inc., addressing certain matters not covered in the initial letter referred to in Section 6(f) hereof. In addition, the General Partner shall have furnished to the Placement Agents a bring-down certificate, dated the Closing Date, of the Chief Financial Officer of the General Partner, in form and substance satisfactory to Barclays Capital Inc., confirming in all material respects the conclusions and findings set forth in the initial certificate. (i) The General Partner shall have furnished to the Placement Agents a certificate, dated the Closing Date, of the Chief Executive Officer or any Vice President and the Chief Financial Officer of the General Partner stating that: (i) The representations, warranties and agreements of the General Partner and the Partnership in Section 3 are true and correct on and as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder Date, and the Placement Agent shall General Partner and the Partnership have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of complied with all their respective agreements contained herein and satisfied all the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement on their respective parts to be fulfilled, the obligations of the Placement Agent performed or satisfied hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In ; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings for that purpose have been instituted or, to the knowledge of such eventofficers, threatened; and (iii) They have carefully examined the Registration Statement, the Selling Security HolderProspectus and the Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the Closing Date, and (3) the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact (i) solely in the case of the Registration Statement required to be stated therein or (ii) necessary to make the statements therein not misleading (in the case of the Prospectus or the Pricing Disclosure Package, in the light of the circumstances under which such statements were made), and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Company Prospectus or any Issuer Free Writing Prospectus that has not been so set forth; (j) Subsequent to the execution and delivery of this Agreement (i) neither the Partnership nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) there shall not have been any adverse change in the equity or long-term debt of the Partnership or any of its subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, unitholders’ equity, properties, management, business or prospects of the Partnership and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of Barclays Capital Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the sale or the delivery of the Units to the Investors on the terms and in the manner contemplated in the Transaction Documents. (k) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Partnership on any exchange or in the over-the-counter market, shall have been suspended or materially limited, the settlement of such trading generally shall have been materially disrupted, or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of Barclays Capital Inc., impracticable or inadvisable to proceed with the sale or delivery of the Units to the Investors on the terms and in the manner contemplated in the Transaction Documents. (l) The New York Stock Exchange shall have approved the Units for listing, subject only to official notice of issuance. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)Agents.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy in all material respects of the representations and warranties of the Company herein as of the Closing Date and each Subsequent Closing Date, if any, as if they had been made on and as of the Closing Date or each Subsequent Closing Date, as the case may be; the accuracy on and as of the Closing Date or Subsequent Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder Closing Date and each Subsequent Closing Date, if any, of their respective each of its material covenants and obligations hereunder and to the following additional further conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time of Sale Information be declared effective by the Commission not later than 5:30 P.M., Florida time, on March 31, 2005 or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at Closing Date and each Subsequent Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated to the knowledge of the Company by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. (b) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At On each of Closing Date and Subsequent Closing Date, if any, there shall have been duly tendered to the Closing, Placement Agent for its accounts the Warrant shall be reissued in the name appropriate number of the Winning Bidder (or in such other name as may be directed by the Winning Bidder)Shares against payment therefore. (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on No order suspending the Exchange. If any sale of the conditions hereinabove provided for Shares in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated any jurisdiction designated by the Placement Agent by notifying pursuant to subsection (e) of Section 5 hereof shall have been issued on either the Closing Date or the Subsequent Closing Date, if any, and no proceedings for that purpose shall have been instituted or to its knowledge or that of the Company and shall be contemplated. If any condition to the Selling Security Holder of such termination in writing at or Placement Agent's obligations hereunder to be fulfilled prior to or at the Closing Date or the relevant Subsequent Closing Date. In such event, as the Selling Security Holdercase may be, the Company and is not so fulfilled, the Placement Agent shall may terminate this Agreement or, if the Placement Agent so elects, it may waive any such conditions which have not be under any obligation to each other (except to been fulfilled or extend the extent provided in Sections 5 and 8 hereof)time for their fulfillment.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time the date hereof and at the applicable Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package or the Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or otherwise) shall have been complied with to R▇▇▇’▇ satisfaction. (b) The Placement Agent shall not have reasonably determined and all amendments advised the Company that the Registration Statement, the Time of Sale Disclosure Package or supplements the Final Prospectus, or any amendment thereof or supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact which, in R▇▇▇’▇ reasonable opinion, is material, or omit omits to state a fact which, in R▇▇▇’▇ reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (c) On the applicable Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letters of counsel for the Company, dated the applicable Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to R▇▇▇. (d) The Placement Agent shall have received a letter from H▇▇▇ & Associates LLP, on the light date hereof addressed to the Placement Agent, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company, and except as otherwise publicly disclosedother matters required by R▇▇▇ and a bringdown letter confirming the conclusions and findings of said firm on the applicable Closing Date. (e) On the applicable Closing Date, there has not shall have been any material adverse change furnished to the Placement Agent a certificate, dated the applicable Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the Company, in or affecting their capacity as officers of the businessCompany, management, results of operations, or financial condition to the effect that: (i) The representations and warranties of the Company in this Agreement are true and its subsidiariescorrect, taken in all material respects, as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued if made at and as of the applicable Closing Date that would prevent Date, and the offer Company has complied with all the agreements and satisfied all the conditions on its part to be performed or sale satisfied at or prior to the applicable Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the WarrantRegistration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Units for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their Knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date. (bf) The Selling Security Holder Common Stock shall be registered under the Exchange Act and shall be listed on NASDAQ Capital Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from NASDAQ Capital Market, nor, except as disclosed in the Final Prospectus, shall the Company have received any information suggesting that the Commission or NASDAQ is contemplating terminating such registration or listing. (g) The Company shall have furnished to the Placement Agent shall and counsel for the Placement Agent such additional documents, certificates and evidence as the Placement Agent or its counsel may have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchangereasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the applicable Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 1(b), the Company Section 6(h), Section 8 and the Placement Agent Section 9 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time the date hereof and at the applicable Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments Disclosure Package or supplements theretothe Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or modifications thereofotherwise) shall have been complied with to the Placement Agent’s reasonable satisfaction. (b) The Registration Statement, if anythe Time of Sale Disclosure Package or the Final Prospectus, or any amendment thereof or supplement thereto, shall not contain an untrue statement of material fact fact, or omit to state a material fact which is required to be stated therein or necessary to make the statements thereintherein not misleading. (c) On the applicable Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letters of counsel for the Company, dated the applicable Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the light Placement Agent, to the effect set forth in Schedule III. (d) On the applicable Closing Date, there shall have been furnished to the Placement Agent the opinion of Colorado counsel for the Company, dated the applicable Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, to the effect set forth in Schedule IV. (e) The Placement Agent shall have received a letter from each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C. and PricewaterhouseCoopers LLP, on the applicable Closing Date addressed to the Placement Agent, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firms with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company, and except as otherwise publicly disclosedother matters reasonably required by the Placement Agent consistent with customary practice for such letters. (f) On the applicable Closing Date, there has not shall have been any material adverse change furnished to the Placement Agent a certificate, dated the applicable Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the Company, solely in or affecting their capacity as officers of the businessCompany, management, results of operations, or financial condition to the effect that: (i) The representations and warranties of the Company in this Agreement are true and its subsidiariescorrect, taken in all material respects, as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued if made at and as of the applicable Closing Date that would prevent Date, and the offer Company has complied with all the agreements and satisfied all the conditions on its part to be performed or sale satisfied at or prior to the applicable Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the WarrantRegistration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is threatened in writing by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date. (bg) The Selling Security Holder Common Stock shall be registered under the Exchange Act and shall be listed on NYSE Amex, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from NYSE Amex, nor shall the Company have received any written notice that NYSE Amex is contemplating terminating such registration or listing. (h) The Company shall have furnished to the Placement Agent shall and counsel for the Placement Agent such additional documents, certificates and evidence as the Placement Agent or counsel for the Placement Agent may have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchangereasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the applicable Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, except that the Selling Security Holdersecond to last sentence of Section 1, the Company Section 6(h), Section 8 and the Placement Agent Section 9 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Amended Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition or prospects of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Amended Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Amended Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the following terms and conditions: (a) The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act on or prior to the date hereof and in accordance with Section 3(a) hereof, any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Placement Agent. (b) The representations and warranties of the Company and the Selling Security Holder Bank contained hereinin this Agreement and in the certificates delivered pursuant to Section 3(c) shall be true and correct when made and on and as of the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (c) The Placement Agent shall have received on the Closing Date a certificate, addressed to the Placement Agent and to performance by dated the Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Selling Security Holder Company in this Agreement were true and correct when made and are true and correct as of their respective the Closing Date; (ii) the Company has performed all covenants and obligations agreements and satisfied all conditions contained herein on its part to be performed or satisfied hereunder and prior to the following additional conditions: (a) No suspension or as of the qualification of Closing Date; and (iii) there has been no Material Adverse Effect since the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates date as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder General Disclosure Package and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (Prospectus as then amended or in such other name as may be directed by the Winning Bidder)supplemented. (d) The Warrant Shares Placement Agent shall have been approved for listingreceived, subject to notice of issuance, at the time this Agreement is executed and on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement Closing Date, a signed letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP addressed to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agent by notifying containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus. (e) The Placement Agent shall have received on the Closing Date from ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel for the Company, a written opinion, addressed to the Placement Agent and dated the Closing Date in form and substance reasonably satisfactory to the Placement Agent, to the effect set forth in Exhibit B hereto. (f) The Placement Agent shall have received on the Closing Date from ▇▇▇▇▇ & Eveson, P.A., counsel for the Placement Agent, an opinion, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (g) The Placement Agent shall have received on the Closing Date the “lock-up” agreements, each substantially in the form of Exhibit C hereto, between the Placement Agent and each executive officer and director of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the Selling Security Holder of such termination in writing at date hereof. (h) The Shares shall have received approval for listing on the Nasdaq GSM on or prior to the Closing Date. In , subject only to official notice of issuance. (i) The Company shall have furnished or caused to be furnished to the Placement Agent such event, the Selling Security Holder, the Company and further certificates or documents as the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy in all material respects of the representations and warranties of the Company herein as of the Closing Date and each Subsequent Closing Date, if any, as if they had been made on and as of the Closing Date or each Subsequent Closing Date, as the case may be; the accuracy on and as of the Closing Date or Subsequent Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder Closing Date and each Subsequent Closing Date, if any, of their respective each of its material covenants and obligations hereunder and to the following additional further conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time be declared effective by the Commission not later than 5:30 P.M., Florida time, on the date of Sale Information this Agreement or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at Closing Date and each Subsequent Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated to the knowledge of the Company by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. (b) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. (c) The Company's registration statement pursuant to the Exchange Act on Form 8-A has been declared effective by the Commission. (d) At the Closing Date and the Subsequent Closing Date, the Placement Agent shall have received the favorable opinion of Adorno & Yoss, P.A., counsel to the Company, dated the Closing Date, o▇ ▇▇▇▇equ▇▇▇ Closing Date, as the case may be, addressed to the Placement Agent and in form and substance satisfactory to Placement Agent's Counsel, to the effect that: (i) The Company: (A) has been duly incorporated and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus; (B) the Company is duly licensed or qualified as a foreign corporation in all jurisdictions in which by reason of maintaining an office in such jurisdiction or by owning or leasing real property in such jurisdiction it is required to be so licensed or qualified except where failure to be so qualified or licensed would have no material adverse effect upon the Company; and (C) to the best of counsel's knowledge, the Company has not received any notice of proceedings relating to the revocation or modification of any such license or qualification which revocation or modification would have a material adverse effect upon the Company; (ii) The Registration Statement, each Preliminary Prospectus that has been circulated and the Prospectus and any post-effective amendments or supplements thereto (other than the exhibits, financial statements, schedules and other financial and statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and Regulations and the conditions for use of a registration statement on Form SB-2 have been satisfied by the Company; (iii) To such counsel's knowledge, except as described in the Prospectus, the Company does not own an interest of a character required to be disclosed in the Registration Statement in any corporation, partnership, joint venture, trust or other business entity; (iv) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus as of the date indicated therein, under the caption "Capitalization". Since The Units conform, or upon issuance will conform, in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and, to the best knowledge of counsel, all shares of capital stock are fully paid and non-assessable; the holders thereof are not, except by reason of their own conduct or acts, subject to personal liability by reason of being such holders, and none of such securities were issued in violation of the preemptive rights of any holder of any security of the Company. The Units to be sold by the Company hereunder have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform or upon issuance will conform to the description thereof contained in the Prospectus; are not subject to any preemptive or other similar rights of any shareholder of the Company; that, to such counsel's knowledge, the holders of the Units shall not be personally liable for the payment of the Company's debts solely by reason of being such holders except as they may be liable by reason of their own conduct or acts; and that the certificates representing the Units are in due and proper legal form. Upon delivery of the Units to the Placement Agent against payment therefor as provided for in this Agreement, the purchasers will acquire good title to the Units, free and clear of all liens, encumbrances, equities, security interests and claims; (v) Each of the Registration Statement and the Form 8-A has been declared effective under the Act, and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and to the best of such counsel's knowledge, no proceedings for that purpose have been instituted or are pending or threatened or contemplated under the Act; (vi) To such counsel's knowledge, (A) there are no material contracts or other documents required to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto regarding such material contracts or other documents to which the Company is a party or by which it is bound, are accurate in all material respects and fairly represent the information required to be shown by Form SB-2 and the Rules and Regulations; (vii) This Agreement has been duly and validly authorized, executed and delivered by the Company, and assuming that each is a valid and binding agreement of the Placement Agent, as the case may be, constitutes a legally valid and binding agreement of the Company, enforceable as against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law or pursuant to public policy); (viii) Neither the execution or delivery by the Company of this Agreement nor its performance hereunder or thereunder, nor its consummation of the transactions contemplated herein or therein, nor the issuance of the Units pursuant to this Agreement, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company except to the extent such event will not have a material adverse effect upon the Company pursuant to the terms of, (A) the Certificate of Incorporation or Operating Agreement of the Company, (B) to the knowledge of such counsel, any indenture, mortgage, deed of trust, voting trust agreement, shareholders agreement, note, loan or credit agreement or any other agreement or instrument that is material to the Company to which the Company is a party or by which it is bound or to which its properties or assets (tangible or intangible) are subject, or any indebtedness, or (C) to the best knowledge of such counsel, and except to the extent it would not have a material adverse effect on the Company, any statute, judgment, decree, order, rule or regulation applicable to the Company or any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, having jurisdiction over the Company or any of its respective activities or properties; (ix) No consent, approval, authorization or order, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under state securities laws, as to which no opinion need be rendered) is required in connection with the issuance by the Company of the Units pursuant to the Prospectus and the Registration Statement, the performance of this Agreement and the Units by the Company, and the taking of any action by the Company contemplated hereby or thereby, which has not been obtained; and (x) Except as described in the Prospectus, to the knowledge of such counsel, the Company is not in breach of, or in default under, any material term or provision of any indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, shareholders, agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets (tangible or intangible) of the Company is subject or affected; and, to the best knowledge of counsel, the Company is not in violation of any material term or provision of its Certificate of Incorporation or Operating Agreement or in violation of any material franchise, license, permit, judgment, decree, order, statute, rule or regulation material to the Company business. (e) At each Subsequent Closing Date, if any, the Placement Agent shall have received the favorable opinion of counsel to the Company, each dated the Subsequent Closing Date, addressed to the Placement Agent and in form and substance satisfactory to Placement Agent's Counsel confirming as of the Subsequent Closing Date the statements made by such firm, in their opinion, delivered on the Closing Date. (f) On or prior to each of the Closing Date and the Subsequent Closing Date, Placement Agent's Counsel shall have been furnished such documents, certificates and other legal opinions (including, without limitation, legal opinions related to patent or trademark matters) as they may reasonably require and request for the purpose of enabling them to review or pass upon the matters referred to in subsection (d) of this Section 7, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (g) Prior to the Closing Date and each Subsequent Closing Date, if any: (i) there shall have been no material adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects or the business activities of the Company, whether or not in the ordinary course of business, from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company, from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company; (iii) the Company shall not be in material default under any provision of any instrument relating to any outstanding indebtedness for money borrowed, except as described in the Prospectus; (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus; (v) no action, suit or proceeding, at law or in equity, shall have been pending or to its knowledge threatened against the Company, or affecting any of its properties or businesses before or by any court or federal, state or foreign commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and Prospectus; and (vi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission. (h) At the Closing Date and each Subsequent Closing Date, if any, the Placement Agent shall have received a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, dated the Closing Date or Subsequent Closing Date, as the case may be, to the effect that: (i) The representations and warranties of the Company in this Agreement are, in all material respects, true and correct, as if made on and as of the Closing Date or the Subsequent Closing Date, as the case may be, and the Company has complied with all agreements and covenants and satisfied all conditions contained in this Agreement on its part to be performed or satisfied at or prior to such Closing Date or Subsequent Closing Date, as the case may be; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge, are contemplated or threatened under the Act; (iii) The Registration Statement an the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and neither the Preliminary Prospectus nor any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading except to the extent any such material fact may be corrected in the Final Prospectus; (iv) Subsequent to the respective dates as of which information is given in the Time of Sale Information, Registration Statement and the Prospectus and except as otherwise publicly disclosed, there contemplated therein: (A) the Company has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company incurred up to and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of including the Closing Date that would prevent or the offer or sale of Subsequent Closing Date, as the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closingcase may be, the Warrant shall be reissued other than in the name ordinary course of the Winning Bidder its business, any material liabilities or obligations, direct or contingent; (or in such other name as may be directed by the Winning Bidder). (dB) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at has not paid or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under declared any obligation to each dividends or other (except to the extent provided in Sections 5 and 8 hereof).distributions on its capit

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act on or prior to the date hereof and in accordance with Section 3(a) hereof, any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Placement Agents. (b) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(c) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (c) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and the Selling Security Holder contained herein, and to performance by agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Selling Security Holder of their respective Closing Date; (ii) the Company has performed all covenants and obligations agreements and satisfied all conditions contained herein on its part to be performed or satisfied hereunder and prior to the following additional conditions: (a) No suspension or as of the qualification of Closing Date; and (iii) there has been no Material Adverse Effect since the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates date as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder General Disclosure Package and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (Prospectus as then amended or in such other name as may be directed by the Winning Bidder)supplemented. (d) The Warrant Shares Placement Agents shall have been approved for listingreceived, subject to notice of issuance, at the time this Agreement is executed and on the Exchange. If any Closing Date, a signed letter from KPMG LLP addressed to the Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information of the conditions hereinabove provided for type ordinarily included in this Section 6 shall not have been fulfilled when accountants’ “comfort letters” to underwriters with respect to the financial statements and as required by this Agreement to be fulfilledcertain financial information contained in the Registration Statement, the obligations General Disclosure Package and the Prospectus. (e) The Placement Agents shall have received on the Closing Date from Stradely Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel for the Company, a written opinion, addressed to the Placement Agents and dated the Closing Date in form and substance reasonably satisfactory to the Placement Agents, to the effect set forth in Annex A hereto. (f) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Placement Agents, a written opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (g) The Placement Agents shall have received on the Closing Date the “lock-up” agreements, each substantially in the form of Exhibit B hereto, between the Placement Agents and each executive officer and director and 10% shareholder of the Placement Agent hereunder may be terminated by Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at date hereof. (h) The Shares shall have received approval for listing on NASDAQ on or prior to the Closing Date. In such event, the Selling Security Holder, the subject only to official notice of issuance. (i) The Company and shall have furnished or caused to be furnished to the Placement Agent Agents such further certificates or documents as the Placement Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations Placement Agent’s obligation to act as the agent of the Company hereunder, and the Placement Agent hereunder are Agent's obligation to use its best efforts to find purchasers for the Units, shall be subject to the satisfactory completion of its due diligence examination and the accuracy, as of each Applicable Time and the Closing Issuance Date, of the representations and warranties on the part of the Company and herein contained, to the Selling Security Holder contained herein, and to performance by the Company and of all its agreements herein contained, to the Selling Security Holder fulfillment of their respective or compliance by the Company with all covenants and obligations hereunder conditions hereof, and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, Placement Agent shall not contain have disclosed in writing to the Company that the Subscription Documents or any amendment or supplement thereto contains an untrue statement of a fact which in the opinion of counsel to the Placement Agent, is material fact or omit omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are made, therein not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder Between the date hereof and each Issuance Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as shall, in the sole discretion of the Placement Agent shall have determined the Clearing Price in writingAgent, materially adversely affect its business or property. (c) At Between the Closingdate hereof and each Issuance Date, the Warrant there shall be reissued in no litigation instituted, or to the name knowledge of the Winning Bidder (Company threatened, against the Company and there shall be no proceeding instituted or in such threatened against the Company or before or by any federal or state commission, regulatory body or administrative agency or other name as may be directed by the Winning Bidder)governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would have a Material Adverse Effect. (d) During the period subsequent to the Commencement Date and prior to each Issuance Date, the Company (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the Commencement Date and (ii) the Company shall not have suffered or experienced any Material Adverse Effect. (e) The Warrant Shares authorization of the Units, the Placement Agent Warrants, the Equity, the Subscription Documents, and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be reasonably satisfactory in all material respects to counsel to the Placement Agent. (f) The Company shall have furnished to the Placement Agent the opinion of its counsel, that: (i) The Company is a validly existing corporation in good standing under the laws of the state of its incorporation with full corporate power and authority to enter into this Agreement and perform its obligations hereunder, and the Company is in good standing as a foreign corporation in the jurisdictions where it is qualified to do business and where its business requires such qualification. (ii) The Company has an authorized capitalization as described in the Subscription Documents. The Units, Additional Warrants and Placement Agent Warrants are in due and proper form and conform in all material respects to the rights set forth in the instruments defining the same. Except as set forth in the Subscription Documents or in the Company’s filings with the SEC, no direct or indirect rights to acquire Common Stock exist. (iii) The Equity has been duly and validly issued and are fully paid and does not have any preemptive rights applicable thereto; and all of the Common Stock underlying the Equity has been duly authorized, reserved for issuance and, upon payment or conversion therefor (as applicable) in accordance with the terms of the applicable security, will be duly and validly issued, fully paid and non-assessable and will have no preemptive rights applicable thereto. (iv) This Agreement, the Subscription Documents and all transactions contemplated hereby and thereby have been approved for listingduly authorized, subject executed and delivered by the Company and are valid and binding obligations of the Company legally enforceable against the Company in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to notice or affecting creditors’ rights now or hereafter in effect, and to general equitable principles. (v) Neither the execution, delivery or performance of issuancethis Agreement nor the consummation of the transactions herein contemplated, on nor compliance with the Exchange. If terms hereof by the Company do or will conflict with or result in a breach of any of the conditions hereinabove provided terms or provisions of, or constitute a default under, the articles of incorporation, as amended, or the bylaws, as amended, of the Company, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties is bound, or any law, order, rule, regulation, judgment, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or its business or any of its properties, the violation of which could prevent the Company from performing its obligations hereunder or otherwise materially adversely affect the Company; and no consent, approvals, authorizations or orders of agencies, officers or other regulatory authorities are necessary for the valid authorization, issue or sale of the Equity, and the performance by the Company of this Agreement and its consummation of the transactions contemplated hereby and under the Subscription Documents, except under state securities or Blue Sky Laws, as to which no opinion need be expressed. (vi) There are no actions, suits or proceedings at law or in equity pending or threatened, against the Company and there are no proceedings pending or threatened against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body wherein, either in any case or in the aggregate, an unfavorable ruling, decision or finding could materially adversely affect the business, franchise, licenses, permits, operations, financial condition or income of the Company which are not disclosed in the Subscription Documents. (vii) The issuance of the Equity is exempt from registration under the Securities Act of 1933, as amended. (g) The Company shall have furnished to the Placement Agent a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated as of each Issuance Date, in the form attached hereto as Exhibit A. All the opinions, letters, certificates and evidence mentioned above or elsewhere in this Section 6 Agreement shall not have been fulfilled when and as required by this Agreement be deemed to be fulfilled, in compliance with the obligations provisions hereof only if they are in form and substance satisfactory to counsel of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such eventAgent, the Selling Security Holder, the Company and the Placement Agent whose approval shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)unreasonably withheld.

Conditions of the Placement Agent’s Obligations. The obligations of ----------------------------------------------- the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Closing Date and each Second Closing Date, if any, as if they had been made on and as of the Closing Date or each Second Closing Date, as the case may be; the accuracy on and as of the Closing Date or Second Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder Closing Date and each Second Closing Date, if any, of their respective its covenants and obligations hereunder and to the following additional further conditions: (aA) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time become effective not later than 5:00 p.m., New York City time, on the date prior to the date of Sale Information this Agreement or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at Closing Date and each Second Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Placement Agent of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Regulations. (B) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of material fact which, in the Placement Agent's opinion, is material, or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (bC) The Selling Security Holder and At the Closing Date, the Placement Agent shall have determined received the Clearing Price favorable opinion of Fenwick & West LLP ("Fenwick & West"), counsel to the Company, dated the Closing Date, addressed to the Placement Agent and in writingform and substance satisfactory to Placement Agent's Counsel, to the effect that: (i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to be so qualified or licensed would not have a material adverse effect on the Company's business and (C) to such counsel's knowledge, has all requisite corporate power and authority and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus. (cii) At except as described in the ClosingProspectus, and to such counsel's knowledge, the Warrant shall be reissued Company does not currently engage in any substantial activities, and to such counsel's knowledge, the Company does not own an interest in any corporation, limited liability company, partnership, joint venture, trust or other business entity; (iii) to such counsel's knowledge, the Company has a duly authorized, issued and outstanding capitalization as set forth in the name Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Capital Stock," and to the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Placement Agent's Warrant Agreement, and as described in the Prospectus. The Securities and all other securities issued or issuable by the Company which will be outstanding after the Closing Date conform in all material respects to the statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Winning Bidder (or Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of any preemptive rights in the Company's Articles of Incorporation, the Company's By- laws, the agreements and instruments identified in such counsel's opinion as having been reviewed for purposes of the opinion or other name as may preemptive rights known to such counsel of any holders of any security of the Company. The Securities to be directed sold by the Winning Bidder). (d) The Company hereunder and under the Placement Agent's Warrant Shares Agreement are not and will not be subject to any preemptive rights in the Company's Articles of Incorporation, the Company's By-laws, the agreements and instruments identified in such counsel's opinion as having been reviewed for purposes of the opinion or any other preemptive or similar rights of any stockholder known to such counsel, have been approved duly authorized and, when issued, paid for listingand delivered in accordance with their terms, subject will be validly issued, fully paid and nonassessable and will conform in all material respects to notice of issuancethe description thereof contained in the Prospectus; all corporate action required to be taken for the authorization, on the Exchange. If any issue and sale of the conditions hereinabove provided for Securities has been duly and validly taken; and the certificates representing the Securities are in this Section 6 shall not have been fulfilled when due and as required by this Agreement to be fulfilledproper form. The Warrants constitute valid, the binding and enforceable obligations of the Placement Agent hereunder Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby (except as such enforceability may be terminated limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law). Upon the issuance and delivery pursuant to this Agreement of the Securities to be sold by the Placement Agent by notifying Company, the Company will convey, against payment therefor as provided herein, to the Purchasers good and marketable title to the Securities free and clear of all liens and other encumbrances; (iv) if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and based solely upon the oral advice of the Staff of the Commission, the Registration Statement is effective under the Act and no stop order suspending the use of any preliminary prospectus, the Registration Statement or Prospectus or any part of any thereof or suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to such counsel's knowledge, threatened or contemplated under the Act; (v) each of any preliminary prospectus, the Registration Statement, and the Selling Security Holder Prospectus and any amendments or supplements thereto (other than the financial statements and other financial and statistical data included therein as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and the Regulations. Such counsel shall state that such termination counsel has participated in writing at or prior to the Closing Date. In such event, the Selling Security Holder, conferences with officers and other representatives of the Company and the Placement Agent shall and representatives of the independent public accountants for the Company, at which conferences the contents of any preliminary prospectus, the Registration Statement, the Prospectus, and any amendments or supplements thereto were discussed, and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and Prospectus, and any amendments or supplements thereto, on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto, at the time such Registration Statement or amendment became effective or the Preliminary Prospectus or Prospectus or amendment or supplement thereto as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Prospectus, and any amendments or supplements thereto); (vi) to such counsel's knowledge, (A) there are no agreements, contracts or other documents required by the Act to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto; (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other agreements to which the Company is a party that are expressly referred to in the Registration Statement and the Prospectus, are accurate in all material respects; (C) there is not pending and the Company has received no oral or written notice of any action, arbitration, suit, proceeding, litigation, governmental or other proceeding against the Company (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, which (x) is required by the Regulations to be disclosed in the Registration Statement which is not so disclosed (and such proceedings as are summarized in the Registration Statement are accurately summarized in all material respects), (y) questions the validity of the capital stock of the Company this Agreement or the Placement Agent's Warrant Agreement, or of any action taken or to be taken by the Company pursuant to or in connection with any of the foregoing; and (D) there is not pending and the Company has received no oral or written notice of any action, suit or proceeding against the Company before any court or arbitrator or governmental body, agency or official in which there is a reasonable possibility of an adverse decision which may result in a material adverse change in the Business, which could reasonably be expected to materially adversely affect the present or prospective ability of the Company to perform its obligations under this Agreement or the Placement Agent's Warrant Agreement, or which in any obligation manner draws into question the validity or enforceability of this Agreement or the Placement Agent's Warrant Agreement; (vii) the Company has the corporate power and authority to enter into each of this Agreement and the Placement Agent's Warrant Agreement and to consummate the transactions provided for therein; and each of this Agreement and the Placement Agent's Warrant Agreement has been duly authorized, executed and delivered by the Company. Each of this Agreement and the Placement Agent's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, except as rights to indemnity or contribution may be limited by applicable law). To such counsel's knowledge, none of the Company's execution, delivery or performance of this Agreement and the Placement Agent's Warrant Agreement, the consummation by the Company of the transactions contemplated herein or therein, or the conduct of the Company's business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto conflicts with or results in any material breach or violation of any of the terms or provisions of, or constitutes a material default under, or results in the creation or imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the extent provided terms of (A) the articles of incorporation or by-laws of the Company, as amended, (B) any license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument known to such counsel, to which the Company is a party or by which it is bound, or (C) any federal, state or local statute, rule or regulation known to such counsel to be applicable to the Company or any judgment, decree or order known to such counsel of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, having jurisdiction over the Company or any of its activities or properties, in Sections 5 each case where such conflict, breach, violation or default would have a material adverse effect on the Company's business; (viii) no consent, approval, authorization or order, and 8 hereofno filing with, any court, regulatory body, government agency or other body (other than such as may be required under Blue Sky laws, as to which no opinion need be rendered or under federal securities laws, as to which no opinion need be rendered pursuant to this subsection (viii).) is required in connection with the issuance of the Securities pursuant to the Prospectus and the Registration Statement, the performance of this Agreement and the Placement Agent's Warrant Agreement, and the transactions contemplated hereby and thereby; (ix) to such counsel's knowledge, the properties of the Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus; (x) to the knowledge of such counsel, and except as disclosed in the Registration Statement and the Prospectus, (A) the Company is not in material breach of, or in material default under, any term or provision of any license, contract, agreement, indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or other agreement or instrument to which the Company is a party or by which the Company is bound or to which the property or assets (tangible or intangible) of the Company is subject, in each case where such breach or default would have a material adverse effect on the business of the Company, and (B) the Company is not in material violation of any term or provis

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, accuracy (as of each Applicable Time the date hereof, and as of the Closing Date) of and compliance with the representations and warranties of the Company, the performance by the Company of its agreements and obligations hereunder and the following additional conditions: 7.1 The Prospectus shall have been delivered to Placement Agent by the Company for use in offering the Notes and no order enjoining, restraining, barring, or limiting the distribution or use of the Prospectus shall have been issued by any governmental authority having jurisdiction and no proceeding for that or any similar purpose shall have been instituted or shall be pending. 7.2 On the Closing Date Placement Agent shall have received a certificate, signed by the Principal of the Company and dated as of the Closing Date, to the effect, to the best knowledge of the Company, that with regard to the Company each of the conditions set forth in Section 7.4 has been satisfied. 7.3 All proceedings and other legal matters relating to this Agreement, and other related matters shall be satisfactory to or approved by Placement Agent's counsel. 7.4 At the Closing Date, (a) the representations and warranties of the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time performed all of Sale Information and all amendments its obligations hereunder; (b) neither the Prospectus nor any amendment or supplements thereto, or modifications thereof, if any, supplement thereto shall not contain an any untrue statement of material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, were made to make the statements therein not misleading. Since ; (c) there shall have been since the respective dates as of which information is given no event materially and adversely affecting the Company, except changes which the Prospectus indicates might occur after the date of the Prospectus; (d) the Company shall not have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the Time ordinary course of Sale Informationbusiness other than as referred to in the Prospectus; and (e) no action, suit or proceeding at law or in equity shall be pending or threatened against the Company which would be required to be set forth in the Prospectus, and except as otherwise publicly disclosedno proceedings shall be pending or threatened against the Company before or by any commission, there has not been any material adverse change in board or affecting administrative agency, wherein an unfavorable decision, ruling or finding would materially adversely affect the business, managementproperty, condition (financial or otherwise), results of operations, operations or financial condition general affairs or prospects of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature would adversely affect transactions contemplated by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchangethis Agreement. If any of the conditions hereinabove provided for in this Section 6 7 shall not have been fulfilled when and as required by of the date indicated, all obligations of Placement Agent under this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent canceled by notifying the Company and the Selling Security Holder of such termination cancellation in writing or by telecopy at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy in all material respects of the representations and warranties of the Company herein as of the Closing Date and each Subsequent Closing Date, if any, as if they had been made on and as of the Closing Date or each Subsequent Closing Date, as the case may be; the accuracy on and as of the Closing Date or Subsequent Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder Closing Date and each Subsequent Closing Date, if any, of their respective each of its material covenants and obligations hereunder and to the following additional further conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time of Sale Information be declared effective by the Commission not later than 5:30 P.M., Florida time, on December 31, 2004 or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at Closing Date and each Subsequent Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated to the knowledge of the Company by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. (b) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. (c) The Company's registration statement pursuant to the Exchange Act on Form 8-A has been declared effective by the Commission. (d) At the Closing Date and the Subsequent Closing Date, the Placement Agent shall have received the favorable opinion of Adorno & Yoss, P.A., counsel to the Company, dated the Closing Date, o▇ ▇▇▇▇equ▇▇▇ Closing Date, as the case may be, addressed to the Placement Agent and in form and substance satisfactory to Placement Agent's Counsel, to the effect that: (i) The Company: (A) has been duly incorporated and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus; (B) the Company is duly licensed or qualified as a foreign corporation in all jurisdictions in which by reason of maintaining an office in such jurisdiction or by owning or leasing real property in such jurisdiction it is required to be so licensed or qualified except where failure to be so qualified or licensed would have no material adverse effect upon the Company; and (C) to the best of counsel's knowledge, the Company has not received any notice of proceedings relating to the revocation or modification of any such license or qualification which revocation or modification would have a material adverse effect upon the Company; (ii) The Registration Statement, each Preliminary Prospectus that has been circulated and the Prospectus and any post-effective amendments or supplements thereto (other than the exhibits, financial statements, schedules and other financial and statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and Regulations and the conditions for use of a registration statement on Form SB-2 have been satisfied by the Company; (iii) To such counsel's knowledge, except as described in the Prospectus, the Company does not own an interest of a character required to be disclosed in the Registration Statement in any corporation, partnership, joint venture, trust or other business entity; (iv) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus as of the date indicated therein, under the caption "Capitalization". Since The Units conform, or upon issuance will conform, in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and, to the best knowledge of counsel, all shares of capital stock are fully paid and non-assessable; the holders thereof are not, except by reason of their own conduct or acts, subject to personal liability by reason of being such holders, and none of such securities were issued in violation of the preemptive rights of any holder of any security of the Company. The Units to be sold by the Company hereunder have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform or upon issuance will conform to the description thereof contained in the Prospectus; are not subject to any preemptive or other similar rights of any shareholder of the Company; that, to such counsel's knowledge, the holders of the Units shall not be personally liable for the payment of the Company's debts solely by reason of being such holders except as they may be liable by reason of their own conduct or acts; and that the certificates representing the Units are in due and proper legal form. Upon delivery of the Units to the Placement Agent against payment therefor as provided for in this Agreement, the purchasers will acquire good title to the Units, free and clear of all liens, encumbrances, equities, security interests and claims; (v) Each of the Registration Statement and the Form 8-A has been declared effective under the Act, and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and to the best of such counsel's knowledge, no proceedings for that purpose have been instituted or are pending or threatened or contemplated under the Act; (vi) To such counsel's knowledge, (A) there are no material contracts or other documents required to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto regarding such material contracts or other documents to which the Company is a party or by which it is bound, are accurate in all material respects and fairly represent the information required to be shown by Form SB-2 and the Rules and Regulations; (vii) This Agreement has been duly and validly authorized, executed and delivered by the Company, and assuming that each is a valid and binding agreement of the Placement Agent, as the case may be, constitutes a legally valid and binding agreement of the Company, enforceable as against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law or pursuant to public policy); (viii) Neither the execution or delivery by the Company of this Agreement nor its performance hereunder or thereunder, nor its consummation of the transactions contemplated herein or therein, nor the issuance of the Units pursuant to this Agreement, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company except to the extent such event will not have a material adverse effect upon the Company pursuant to the terms of, (A) the Certificate of Incorporation or Operating Agreement of the Company, (B) to the knowledge of such counsel, any indenture, mortgage, deed of trust, voting trust agreement, shareholders agreement, note, loan or credit agreement or any other agreement or instrument that is material to the Company to which the Company is a party or by which it is bound or to which its properties or assets (tangible or intangible) are subject, or any indebtedness, or (C) to the best knowledge of such counsel, and except to the extent it would not have a material adverse effect on the Company, any statute, judgment, decree, order, rule or regulation applicable to the Company or any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, having jurisdiction over the Company or any of its respective activities or properties; (ix) No consent, approval, authorization or order, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under state securities laws, as to which no opinion need be rendered) is required in connection with the issuance by the Company of the Units pursuant to the Prospectus and the Registration Statement, the performance of this Agreement and the Units by the Company, and the taking of any action by the Company contemplated hereby or thereby, which has not been obtained; and (x) Except as described in the Prospectus, to the knowledge of such counsel, the Company is not in breach of, or in default under, any material term or provision of any indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, shareholders, agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets (tangible or intangible) of the Company is subject or affected; and, to the best knowledge of counsel, the Company is not in violation of any material term or provision of its Certificate of Incorporation or Operating Agreement or in violation of any material franchise, license, permit, judgment, decree, order, statute, rule or regulation material to the Company business. (e) At each Subsequent Closing Date, if any, the Placement Agent shall have received the favorable opinion of counsel to the Company, each dated the Subsequent Closing Date, addressed to the Placement Agent and in form and substance satisfactory to Placement Agent's Counsel confirming as of the Subsequent Closing Date the statements made by such firm, in their opinion, delivered on the Closing Date. (f) On or prior to each of the Closing Date and the Subsequent Closing Date, Placement Agent's Counsel shall have been furnished such documents, certificates and other legal opinions (including, without limitation, legal opinions related to patent or trademark matters) as they may reasonably require and request for the purpose of enabling them to review or pass upon the matters referred to in subsection (d) of this Section 7, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (g) Prior to the Closing Date and each Subsequent Closing Date, if any: (i) there shall have been no material adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects or the business activities of the Company, whether or not in the ordinary course of business, from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company, from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company; (iii) the Company shall not be in material default under any provision of any instrument relating to any outstanding indebtedness for money borrowed, except as described in the Prospectus; (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus; (v) no action, suit or proceeding, at law or in equity, shall have been pending or to its knowledge threatened against the Company, or affecting any of its properties or businesses before or by any court or federal, state or foreign commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and Prospectus; and (vi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission. (h) At the Closing Date and each Subsequent Closing Date, if any, the Placement Agent shall have received a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, dated the Closing Date or Subsequent Closing Date, as the case may be, to the effect that: (i) The representations and warranties of the Company in this Agreement are, in all material respects, true and correct, as if made on and as of the Closing Date or the Subsequent Closing Date, as the case may be, and the Company has complied with all agreements and covenants and satisfied all conditions contained in this Agreement on its part to be performed or satisfied at or prior to such Closing Date or Subsequent Closing Date, as the case may be; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge, are contemplated or threatened under the Act; (iii) The Registration Statement an the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and neither the Preliminary Prospectus nor any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading except to the extent any such material fact may be corrected in the Final Prospectus; (iv) Subsequent to the respective dates as of which information is given in the Time of Sale Information, Registration Statement and the Prospectus and except as otherwise publicly disclosed, there contemplated therein: (A) the Company has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company incurred up to and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of including the Closing Date that would prevent or the offer or sale of Subsequent Closing Date, as the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closingcase may be, the Warrant shall be reissued other than in the name ordinary course of the Winning Bidder its business, any material liabilities or obligations, direct or contingent; (or in such other name as may be directed by the Winning Bidder). (dB) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at has not paid or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under declared any obligation to each dividends or other (except to the extent provided in Sections 5 and 8 hereof).distributions on its capital stock;

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent Agent, and the closing of the sale of the Shares and Warrants hereunder are subject to the accuracy, as of each Applicable Time when made and on the Closing Date, of the representations and warranties on the part of the Company and the Selling Security Holder contained herein, and to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Security Holder its subsidiaries of their respective covenants obligations hereunder, and to each of the following additional terms and conditions. The obligations of the Placement Agents hereunder and are subject to the following additional conditions: (a) No suspension If filing of the qualification of the Warrant for offering or sale in any jurisdictionProspectus, or of the initiation any amendment or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, if anyany Rule 462 Registration Statement, shall not contain an untrue statement or any amendment thereof, nor suspending or preventing the use of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale InformationDisclosure Package, and except as otherwise publicly disclosed, there has not been the Prospectus or any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction Issuer Free Writing Prospectus shall have been issued as issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Closing Date that would prevent Commission or the offer Placement Agents for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or sale of otherwise) shall have been complied with to the WarrantPlacement Agent’s satisfaction. (b) The Selling Security Holder and Company Shares shall be qualified for listing on the Placement Agent shall have determined the Clearing Price in writingNasdaq Capital Market. (c) At FINRA shall not have raised any objection with respect to the Closingfairness and reasonableness of the placement agency terms and arrangements relating to the issuance and sale of the Securities; provided that if any such objection is raised, the Warrant Company and the Placement Agents shall be reissued negotiate promptly and in the name of the Winning Bidder (or good faith appropriate modifications to such placement agency terms and arrangements in order to satisfy such other name as may be directed by the Winning Bidder)objections. (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 Placement Agents shall not have been fulfilled when reasonably determined, and as advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Placement Agents’ reasonable opinion, is material, or omits to state a fact which, in the Placement Agents’ reasonable opinion, is material and is required by this Agreement to be fulfilled, stated therein or necessary to make the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall statements therein not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)misleading.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any closing (including, without limitation, all Subscription Documents and all Company Documents), as of the date hereof and as of the Initial Closing Date or the date of any closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of At the qualification of Closing, the Warrant Placement Agent shall have received certificates for offering or sale the Shares sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantShares purchased. (b) The Selling Security Holder and At the Closing, the Placement Agent shall have determined received warrant certificates for Warrants sold to the Clearing Price Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of Warrant Shares which may be received upon the exercise thereof. (c) At the Closing, the Warrant Placement Agent shall be reissued have received the applicable fees payable to the Placement Agent as described in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder)Sections 3 and 4 hereof. (d) The Warrant Shares have been approved for listingAt the Closing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be have received the favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. , as counsel for the Company, in the form and substance customary for transactions such as the placement and reasonably satisfactory to the Placement Agent. Such opinion shall contain, among other customary opinions, and subject to customary qualifications, the following required legal opinions: (i) the Company has been duly organized and is validly existing and in good standing under any obligation the laws of the State of Nevada, has all requisite power and authority necessary to own or hold its properties and conduct its business, and is duly qualified or licensed to do business as a foreign corporation in each other (jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to the extent provided in Sections 5 and 8 hereof).so qualify or be licensed would not have a Material Adverse Effect;

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracyfulfillment, as at or before the Closing, of the following additional conditions, each Applicable Time and of which may be waived in writing by the Closing Date, Placement Agent: (a) Each of the representations and warranties of WaferGen shall be true and correct in all material respects when made on the Company date hereof and the Selling Security Holder contained herein, on and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale as though made on and as of the WarrantClosing Date. (b) The Selling Security Holder and the Placement Agent WaferGen shall have determined performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it under the Clearing Price in writingTransaction Documents at or before the Closing. (c) At No order suspending the Closing, the Warrant shall be reissued in the name use of the Winning Bidder (Memorandum or in such other name as may be directed by enjoining the Winning Bidder)offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated and pending, or, to WaferGen’s knowledge, are contemplated or threatened. (d) The Warrant At the Closing WaferGen shall have an outstanding capitalization as described in the Memorandum. All shares of capital stock currently outstanding are, and all Shares have been approved for listing, subject to notice of which may be issued at the Closing will be upon issuance, validly issued, fully paid, and non-assessable. At the Closing, no securities will be issuable upon the exercise of warrants or options, without the written authorization of the Placement Agent, except (i) those warrants and options as set forth in the Memorandum and (ii) stock options for shares of WaferGen’s Common Stock granted to new employees in a manner consistent with prior practices and approved by WaferGen’s Board of Directors. (e) The Placement Agent shall have received certificates of the President of WaferGen, dated as of the Closing Date, certifying on behalf of WaferGen, in such detail as the Exchange. If any Placement Agent may reasonably request, as to the fulfillment of the conditions hereinabove provided set forth in subparagraphs (a), (b), (c) and (d) above. (f) WaferGen shall have delivered to the Placement Agent (i) a currently dated good standing certificate for WaferGen from the Secretary of State of Delaware and each jurisdiction in which WaferGen is qualified to do business as a foreign corporation, (i) a currently dated good standing certificate for Bio-systems from the Secretary of State of Nevada and each jurisdiction in which Bio-systems is qualified to do business as a foreign corporation and (ii) certified resolutions of WaferGen’s Board of Directors approving this Section 6 shall not have been fulfilled when Agreement and as required the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (g) On or prior to be fulfilledthe date hereof and at the Closing, the obligations Chief Executive Offcier of WaferGen shall have provided a certificate to the Placement Agent hereunder may be terminated by confirming on behalf of WaferGen that there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) of WaferGen from the date of the latest financial statements included in the Memorandum, the absence of undisclosed liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition of WaferGen that the Placement Agent by notifying may reasonably request. (h) At the Closing, WaferGen shall have paid all fees, costs and expenses as set forth in Section 5(i) hereof. (i) There shall have been delivered to the Placement Agent a signed opinion of counsel (including a “10b-5 letter” in customary form) to WaferGen (“Company Counsel”), dated as of the Closing Date, in the form reasonably satisfactory to counsel for the Placement Agent. (j) Prior to the Closing, WaferGen shall have engaged a transfer agent reasonably satisfactory to the Placement Agent for purposes of handling the transfers of its capital stock and the Selling Security Holder of such termination in writing other securities. (k) All proceedings taken at or prior to the Closing Date. In such eventin connection with the authorization, issuance and sale of the Selling Security Holder, the Company Shares will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall not be under any obligation to each other (except to have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the extent provided in Sections 5 and 8 hereof)transactions contemplated hereby.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent Agents hereunder are subject to the accuracy, as of each Applicable Time the date hereof and at the applicable Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments Disclosure Package or supplements theretothe Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or modifications thereofotherwise) shall have been complied with to R▇▇▇’▇ satisfaction. (b) R▇▇▇, if anyon behalf of the Placement Agents, shall not contain have reasonably determined and advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of material fact which, in R▇▇▇’▇ reasonable opinion, is material, or omit omits to state a fact which, in R▇▇▇’▇ reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (c) On the applicable Closing Date, there shall have been furnished to the Placement Agents the opinion and negative assurance letters of counsel for the Company, dated the applicable Closing Date and addressed to the Placement Agents, in the light form and substance reasonably satisfactory to R▇▇▇. (d) R▇▇▇, on behalf of the circumstances under which Placement Agents, shall have received a letter from H▇▇▇ & Associates LLP, on the applicable Closing Date addressed to R▇▇▇, confirming that they are madeindependent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firms with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company, and except as otherwise publicly disclosedother matters required by R▇▇▇. (e) On the applicable Closing Date, there has not shall have been any material adverse change furnished to the Placement Agents a certificate, dated the applicable Closing Date and addressed to the Placement Agents, signed by the chief executive officer and the chief financial officer of the Company, in or affecting their capacity as officers of the businessCompany, management, results of operations, or financial condition to the effect that: (i) The representations and warranties of the Company in this Agreement are true and its subsidiariescorrect, taken in all material respects, as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued if made at and as of the applicable Closing Date that would prevent Date, and the offer Company has complied with all the agreements and satisfied all the conditions on its part to be performed or sale satisfied at or prior to the applicable Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the WarrantRegistration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Units for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their Knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date. (bf) The Selling Security Holder Common Stock shall be registered under the Exchange Act and shall be listed on NASDAQ Capital Market, and the Placement Agent Company shall not have determined taken any action designed to terminate, or likely to have the Clearing Price effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from NASDAQ Capital Market, nor, except as disclosed in writingthe Final Prospectus, shall the Company have received any information suggesting that the Commission or NASDAQ is contemplating terminating such registration or listing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (dg) The Warrant Shares Company shall have been approved furnished to the Placement Agents and counsel for listingthe Placement Agents such additional documents, subject to notice of issuance, on certificates and evidence as the ExchangePlacement Agents or their counsel may have reasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by R▇▇▇ on behalf of the Placement Agent Agents by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the applicable Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 1(b), the Company Section 6(h), Section 8 and the Placement Agent Section 9 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Closing Date and the Selling Security Holder contained hereinSecond Closing Date, if any, as if they had been made on and as of the Closing Date; the accuracy on and as of the Closing Date of the statements of officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Selling Security Holder Closing Date (or Second Closing Date) of their respective its covenants and obligations hereunder and to the following additional further conditions: (a) No suspension The Registration Statement shall have become effective not later than 5:00 p.m., New York City time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Placement Agent, and, at the Closing Date no stop order suspending the effectiveness of the qualification Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Warrant Commission for offering or sale in additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any jurisdictionprice-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Placement Agent of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the initiation Regulations. (b) The Placement Agent shall not have advised the Company that the Registration Statement, or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements amendment thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact which, in the Placement Agent's opinion, is material, or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in . (c) On or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of prior to the Closing Date that would prevent and the offer or sale of the Warrant. (b) The Selling Security Holder and Second Closing Date, if any, the Placement Agent shall have determined received from Placement Agent's Counsel such opinion or opinions with respect to the Clearing Price in writing. (c) At organization of the ClosingCompany, the Warrant shall be reissued in the name validity of the Winning Bidder (or in Registered Securities, the Registration Statement, the Prospectus and other related matters as the Placement Agent may request and Placement Agent's Counsel shall have received from the Company such other name papers and information as may be directed by the Winning Bidder)they request to enable them to pass upon such matters. (d) At Closing Date and the Second Closing Date, if any, the Placement Agent shall have received the favorable opinion of Camhy, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP ("CKS"), counsel to the Company, dated the Closing Date (or the Second Closing Date), addressed to the Placement Agent and in form and substance satisfactory to Placement Agent's Counsel, to the effect that: (i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, and (C) to the best of such counsel's knowledge, has the requisite corporate power and authority and has obtained the necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies including, without limitation, those having jurisdiction over environmental or similar matters (the absence of which would have a material adverse effect on the Company), to own or lease its properties and conduct its business as described in the Prospectus; (ii) except as described in the Prospectus, and to the best of such counsel's knowledge after reasonable investigation, the Company does not own an interest in any corporation, limited liability company, partnership, joint venture, trust or other business entity; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Securities," and to the best knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Warrant Agreement, the Placement Agent's Warrant Agreement, and as described in the Prospectus. The Warrant Shares Registered Securities and all other securities issued or issuable by the Company conform in all material respects to the statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been approved for listingduly authorized and validly issued and are fully paid and non-assessable; and to the best of such counsel's knowledge, none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company. The Registered Securities to be sold by the Company hereunder and under the Warrant Agreement and Placement Agent's Warrant Agreement are not and will not, to the best of such counsel's knowledge, be subject to notice any preemptive or other similar rights of issuanceany stockholder, on have been duly authorized and, when issued, paid for and delivered in accordance with their terms, will be validly issued, fully paid and non-assessable and conform in all material respects to the Exchange. If any description thereof contained in the Prospectus; all corporate action required to be taken for the authorization, issue and sale of the conditions hereinabove provided for Registered Securities has been duly and validly taken; and the certificates representing the Registered Securities are in this Section 6 shall not have been fulfilled when due and as required by this Agreement to be fulfilled, the proper form. The Placement Agent's Warrants constitute valid and binding obligations of the Placement Agent hereunder Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby (except as such enforceability may be terminated limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable princi ples in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law). Upon the issuance and delivery pursuant to this Agreement of the Registered Securities to be sold by the Company, the Company will convey, against payment therefor as provided herein, to the Placement Agent by notifying the Company and the Selling Security Holder Placement Agent, respectively, good and marketable title to the Registered Securities free and clear of all liens and other encumbrances; (iv) the Registration Statement is effective under the Act, and, if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and no stop order suspending the use of the Preliminary Prospectus, the Registration Statement or Prospectus or any part of any thereof or suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such termination in writing at counsel's knowledge, threatened or prior to contemplated under the Closing Date. In such eventAct; (v) each of the Preliminary Prospectus, the Selling Security HolderRegistration Statement, and the Prospectus and any amendments or supplements thereto (other than the financial statements and other financial and statistical data included therein as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and the Regulations. Such counsel shall state that such counsel has participated in conferences with officers and other representations of the Company and the Placement Agent shall and representations of the independent public accountants for the Company, at which conferences the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus, and any amendments or supplements thereto were discussed, and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and Prospectus, and any amendments or supplements thereto, on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto, at the time such Registration Statement or amendment became effective or the Preliminary Prospectus or Prospectus or amendment or supplement thereto as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Pro spectus, and any amendments or supplements thereto); (vi) to the best of such counsel's knowledge after reasonable investigation, (A) there are no agreements, contracts or other documents required by the Act to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto; (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company is a party or by which it is bound are accurate in all material respects and fairly represent the information required to be shown by Form SB-2; (C) there is not pending or threatened against the Company any action, arbitration, suit, proceeding, litigation, governmental or other proceeding (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, pending or threatened against the Company which (x) is required to be disclosed in the Registration Statement which is not so disclosed (and such proceedings as are summarized in the Registration Statement are accurately summarized in all material respects), (y) questions the validity of the capital stock of the Company or this Agreement, the Warrant Agree ment or the Placement Agent's Warrant Agreement, or of any action taken or to be taken by the Company pursuant to or in connection with any of the foregoing; and (D) there is no action, suit or proceeding pending or threatened against the Company before any court or arbitrator or governmental body, agency or official in which there is a reasonable possibility of an adverse decision which may result in a material adverse change in the financial condition, business, affairs, stockholders' equity, operations, properties, business or results of operations of the Company, which could adversely affect the present or prospective ability of the Company to perform its obligations under this Agreement, the Warrant Agreement or the Placement Agent's Warrant Agreement or which in any obligation manner draws into question the validity or enforceability of this Agreement, the Warrant Agreement or the Placement Agent's Warrant Agreement; (vii) the Company has the corporate power and authority to enter into each of this Agreement, the Warrant Agreement and the Placement Agent's Warrant Agreement and to consummate the transactions provided for therein; and each of this Agreement, the Warrant Agreement and the Placement Agent's Warrant Agreement has been duly authorized, executed and delivered by the Company. Each of this Agreement, the Warrant Agreement and the Placement Agent's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law), and none of the Company's execution, delivery or performance of this Agreement, the Warrant Agreement and the Placement Agent's Warrant Agreement, its consummation of the transactions contemplated herein or therein, or the conduct of its business as de scribed in the Registration Statement, the Prospectus, and any amendments or supple ments thereto conflicts with or results in any breach or violation of any of the terms or provisions of, or constitutes a default under, or result in the creation or imposition of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the extent provided terms of (A) the certificate of incorporation or by-laws of the Company, as amended, (B) any license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument known to such counsel to which the Company is a party or by which it is bound, or (C) any federal, state or local statute, rule or regulation applicable to the Company or any judgment, decree or order known to such counsel of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, having jurisdiction over the Company or any of its activities or properties; (viii) no consent, approval, authorization or order, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under federal securities or Blue Sky laws, as to which no opinion need be rendered) is required in Sections 5 connection with the issuance of the Registered Securities pursuant to the Prospectus, and 8 hereof).the Registration Statement, the performance of this Agreement, the Warrant Agreement and the Placement Agent's Warrant Agreement, and the transactions contemplated hereby and thereby, except such as have been obtained under the Securities Act and the Regulations; (ix) to the best knowledge of such counsel, and except as disclosed in Registration Statement and the Prospectus, the Company is not in breach of, or in default under, any material term or provision of any license, contract, indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company is bound or to which the property or assets (tangible or intangible) of the Company is subject; and the Company is not in violation of any term or provision of its certificate of incorporation or by-laws, as amended, and to the best of such counsel's knowledge after reasonable investigation, not in violation of any franchise, license, permit, judg ment, decree, order, statute, rule or regulation which would have a material adverse effect on the Company; (x) the statements in the Prospectus under "Dividend Policy" and

Conditions of the Placement Agent’s Obligations. The respective obligations of the Placement Agent hereunder and the Purchasers under the Subscription Agreements, and the Closing of the sale of the Shares and the Warrants, are subject to the accuracy, as of each Applicable Time the date hereof and at the Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification of the Warrant for offering or sale in any jurisdictionProspectus, or of the initiation any amendment or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, if anyany Rule 462 Registration Statement, shall not contain an untrue statement or any amendment thereof, nor suspending or preventing the use of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale InformationDisclosure Package, and except as otherwise publicly disclosed, there has not been the Prospectus or any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction Issuer Free Writing Prospectus shall have been issued as issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Closing Date that would prevent Commission or the offer Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or sale of otherwise) shall have been complied with to the WarrantPlacement Agent’s satisfaction. (b) The Selling Security Holder Shares and the Placement Agent Warrant Shares shall have determined be qualified for listing on the Clearing Price in writingNASDAQ Capital Market. (c) At The Company shall have entered into Subscription Agreements with each of the Closing, the Warrant Purchasers and such agreements shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder)full force and effect. (d) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (e) The Warrant Shares Placement Agent shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Placement Agent’s reasonable opinion, is material, or omits to state a fact which, in the Placement Agent’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (f) On the Closing Date, there shall have been approved furnished to the Placement Agent the opinion and negative assurance letters of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, dated the Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (g) On the Closing Date, there shall have been furnished to the Placement Agent a certificate, dated the Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for listingoffering or sale, subject or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to notice their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of issuanceany event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (h) The Company shall have furnished to the Placement Agent and its counsel such additional documents, on certificates and evidence as the ExchangePlacement Agent or its counsel may have reasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 5(a)(vii), the Company Section 7 and the Placement Agent Section 8 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement. (b) No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(d) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Selling Security Holder contained hereinProspectus and, in their opinion (A) as of the Effective Date, the Registration Statement did not, and to performance by as of its date, the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in Prospectus did not, include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise publicly disclosed, there has not been any material adverse change in required an amendment to the Registration Statement or affecting the business, management, results of operations, or financial condition Prospectus; and (iv) no stop order suspending the effectiveness of the Company and its subsidiariesRegistration Statement has been issued and, taken as a whole. No injunctionto their knowledge, restraining order no proceedings for that purpose have been instituted or order of any nature by a Federal or state court of competent jurisdiction are pending under the Securities Act. (e) The Placement Agents shall have been issued as of received, at the time this Agreement is executed and on the Closing Date that would prevent a signed letter from KPMG LLP addressed to the offer or Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇ Godward LLP, counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, stating in effect the matters set forth on Exhibit C attached hereto. (g) All proceedings taken in connection with the sale of the WarrantShares as herein contemplated shall be reasonably satisfactory in form and substance to the Placement Agents, and their counsel and the Placement Agents shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, a favorable opinion, addressed to the Placement Agents and dated the Closing Date, covering such matters as are customarily covered in transactions of this type, and the Company shall have furnished to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (bh) The Selling Security Holder and the Placement Agent Agents shall have determined received copies of the Clearing Price in writingLock-up Agreements executed by each person listed on Schedule I hereto. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (di) The Warrant Shares shall have been approved for listingquotation on the Nasdaq National Market, subject only to official notice of issuance, . (j) The Placement Agents shall have received on the Exchange. If any of Closing Date from ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special regulatory counsel for the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement Company, an opinion, addressed to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company Agents and the Selling Security Holder of such termination in writing at or prior to dated the Closing Date. In such event, stating in effect the Selling Security Holder, the matters set forth on Exhibit D hereto. (k) The Company and shall have furnished or caused to be furnished to the Placement Agent Agents such further certificates or documents as the Placement Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at the first Closing and each other Closing (if there are more that one Closing, referred to herein as a "Subsequent Closing"), as of the date hereof and as of the Closing Date or the date of any Closing subsequent to the Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of The Closing and each Subsequent Closing, the qualification of Company shall have delivered as required by the Warrant Securities Purchase Agreement certificates for offering or sale the Debentures sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantDebentures purchased. (b) The Selling Security Holder At the Closing and each Subsequent Closing, the Placement Agent Company shall have determined delivered as required by the Clearing Price Securities Purchase Agreement warrant certificates for the Warrants sold to the Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of the Warrant Shares which may be received upon the exercise thereof. (c) At the Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received warrant certificates for the Placement Agent Warrants issued to the Placement Agent in the name Placement, duly executed and made out in the names to be designated by the Placement Agent for the amount of the Winning Bidder (or in such other name as Placement Agent Warrant Shares which may be directed by received upon the Winning Bidder)exercise thereof. (d) The Warrant Shares At the Closing and each Subsequent Closing, the Placement Agent shall have been approved received the applicable fees payable to the Placement Agent as described in Section 3 hereof. (e) At the Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion from counsel for listingthe Company, subject such opinion to notice of issuancebe in the form and substance annexed to the Securities Purchase Agreement. (f) At the initial Closing, on the Exchange. If any Placement Agent shall have received "lock-up" agreements, in the form attached as an Annex VII to the Securities Purchase Agreement, duly executed by each person set forth in such Annex. (g) At each Closing, the Placement Agent shall have received a certificate of the conditions hereinabove provided for in Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Section 6 shall not have been fulfilled when Agreement and as required by this Agreement to be fulfilledof the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed, and (ii) with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (h) At each Closing, the Placement Agent hereunder may be terminated by shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such eventof, the Selling Security Holderas applicable, the Company and the Subsidiaries. (i) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (j) On or prior to or following the Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (k) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall, unless stated otherwise therein, be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent's obligations hereunder have not been fulfilled as and when required to be under so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that the Placement Agent elects to terminate this Agreement, the Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 11 hereof. (l) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent upon its request updated opinions, certificates or other information described in Sections 5 this Section 10. (m) The funds shall have been deposited into an escrow account pursuant to the Escrow Agreement and 8 hereof)at each Closing the funds shall be distributed pursuant to a flow of funds memorandum reviewed and executed by each of the Company and the Placement Agent.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) Notification that the Registration Statement has become effective shall have been received by the Placement Agents and the Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement and any material required to be filed by the Company pursuant to Rule 433(d) of the Rules shall have been timely filed with the Commission in accordance with such rule. (b) No order preventing or suspending the use of the Prospectus or any “free writing prospectus” (as defined in Rule 405 of the Rules) shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(d) shall be true and correct when made in all material respects and on and as of each Applicable Time the Closing Date as if made on such date; provided however, that such materiality qualifier shall not be applicable to any representation or warranty that are already qualified or modified by materiality in the text thereof. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct in all material respects when made and are true and correct as of the Closing Date, provided however, that such materiality qualifier shall not be applicable to any representation or warranty that are already qualified or modified by materiality in the text thereof; (ii) the Company has performed all covenants and agreements in all material respects and satisfied all conditions contained herein in all material respects; (iii) they have carefully examined the Registration Statement, the Prospectus, the General Disclosure Package, and any individual Issuer Free Writing Prospectus and, in their opinion (A) as of the Effective Date, (1) the Registration Statement and Base Prospectus did not include, (2) as of the Applicable Time, neither (x) the General Disclosure Package, nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, and (3) as of its date and the Selling Security Holder contained hereinClosing Date, and to performance by the Company and Prospectus, including the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in Prospectus Supplement, did not include, any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since , and (B) since the Applicable Time no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the General Disclosure Package or the Prospectus; and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. (e) The Placement Agents shall have received: (i) simultaneously with the execution of this Agreement signed letters from the Auditors addressed to the Placement Agents and dated the date of this Agreement, in form and substance reasonably satisfactory to the Placement Agents, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the General Disclosure Package, and (ii) on the Closing Date, signed letters from the Auditors addressed to the Placement Agents and dated the date of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, (i) an opinion, addressed to the Placement Agents and dated the Closing Date, stating in effect the matters set forth on Exhibit C-1 attached hereto, and (ii) a negative assurance letter addressed to the Placement Agents and dated the Closing Date, stating in effect the matters set forth on Exhibit C-2 attached hereto. (g) The Placement Agents shall have received on the Closing Date from the ▇▇▇ ▇▇ Law Offices, Chinese counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, stating in effect the matters set forth on Exhibit D attached hereto. (h) The Placement Agents shall have received on the Closing Date from X.J. Wang & Co., Hong Kong counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, stating in effect the matters set forth on Exhibit E attached hereto. (i) All proceedings taken in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Placement Agents, and their counsel and the Placement Agents shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, a favorable opinion, addressed to the Placement Agents and dated the Closing Date, covering such matters as are customarily covered in transactions of this type, and the Company shall have furnished to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (j) Each director, executive officer and “key employee” (a list of which is contained in Schedule 3 hereto) of the Company and each stockholder of the Company listed on Schedule 3 has delivered to the Placement Agents his enforceable written lock-up agreement in the form attached to this Agreement as Exhibit B hereto (the “Lock-Up Agreement”). (k) The Shares and the Warrant Shares shall have been approved for listing on the Nasdaq Global Market. (l) The Placement Agents shall be reasonably satisfied that since the respective dates as of which information is given in the Time of Sale InformationRegistration Statement, the General Disclosure Package and except as otherwise publicly disclosedthe Prospectus, (i) there has shall not have been any material adverse change in the capital stock of the Company or any material change in the indebtedness (other than in the ordinary course of business) of the Company, (ii) except as set forth or contemplated by the Registration Statement, the General Disclosure Package or the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company or any subsidiary that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in the future earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the Company or any subsidiary shall have been sustained that had or could reasonably be expected to have a Material Adverse Effect, (iv) no legal or governmental action, suit or proceeding affecting the businessCompany or any subsidiary or any of their properties that is material to the Company or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have been any material change in the assets, managementproperties, financial condition or in the results of operations, business affairs or financial condition business prospects of the Company and or its subsidiaries, taken subsidiaries considered as a whole. No injunction, restraining order whole that makes it impractical or order of any nature by a Federal inadvisable in the Placement Agents’ judgment to proceed with the purchase or state court of competent jurisdiction shall have been issued as offering of the Closing Date that would prevent the offer or sale of the WarrantSecurities as contemplated hereby. (bm) The Selling Security Holder and Company shall have furnished or caused to be furnished to the Placement Agent Agents such further certificates or documents as the Placement Agents shall have determined the Clearing Price in writingreasonably requested. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents are subject to the accuracy, as of each Applicable Time and the Closing Date, of the following terms and conditions: (a) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(b) shall be true and correct when made and on and as of the relevant Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the relevant Closing Date. (b) The Placement Agents shall have received on the each Closing Date a certificate, addressed to the Placement Agents and dated the relevant Closing Date of the chief executive officer or chief operating officer and the Selling Security Holder chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the relevant Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; and (iii) they have carefully examined the Disclosure Package and, and to performance by the Company and the Selling Security Holder of in their respective covenants and obligations hereunder and to the following additional conditions: opinion (aA) No suspension as of the qualification date of the Warrant for offering or sale in Memorandum, the Disclosure Package did not include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed(B) since the date of the Memorandum no event has occurred which should have been disclosed in a supplement or an amendment to the Disclosure Package in order to make the statements therein not include any untrue statement of a material fact or not omit to state a material fact required to be stated therein or necessary to make the statements therein, there has in light of the circumstances in which they were made, not been misleading. (c) There shall not have been, since the date of the Memorandum, (A) any material adverse change in the condition, financial or affecting otherwise, of the business, management, results of operations, Company or financial condition in the affairs or business prospects of the Company and its subsidiaries, taken as a whole. No injunction, restraining order (B) incurrence by the Company of material liabilities or order obligations (direct or contingent) or any disposal of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent Company’s material assets or any material transaction entered into by the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued Company other than those in the name ordinary course of business or as described in the Winning Bidder (or in such other name as may be directed by the Winning Bidder)Memorandum. (d) The Warrant Shares Placement Agents shall have received on the relevant Closing Date from V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., United States counsel for the Company, satisfactory to the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, substantially in the form attached hereto as Exhibit B. (e) The Placement Agents shall have received on the relevant Closing Date from S▇▇▇▇▇ & K▇▇▇▇▇▇ LLP, the Republic of the M▇▇▇▇▇▇▇ Islands counsel for the Company, satisfactory to the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, substantially in the form attached hereto as Exhibit C. (f) The Placement Agents shall have received on the relevant Closing Date from S▇▇▇▇ ▇▇▇▇▇▇, general counsel for the Company, satisfactory to the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, substantially in the form attached hereto as Exhibit D. (g) The Registration Rights Agreement shall have been approved for listing, subject duly authorized and executed by the Company. (h) Prior to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilledClosing Date, the obligations Statement of Designations in the Placement Agent hereunder may form attached hereto as Exhibit E will be terminated duly executed and acknowledged by the Placement Agent by notifying the Company and filed with the Selling Security Holder Registrar of such termination Companies of the Republic of the M▇▇▇▇▇▇▇ Islands and will become effective in writing at accordance with the provisions of the Business Corporations Act of the Republic of the M▇▇▇▇▇▇▇ Islands. (i) Each Memorandum of Agreement is in full force and effect on Closing Date; no party thereto has exercised a right to terminate any Memorandum of Agreement as of the Closing Date and no party thereto is in default under any Memorandum of Agreement as of the Closing Date. (j) The Charter Party and Block Agreement, as amended, dated as of November 21, 2005, between Metrostar Management Corp. and B▇▇▇▇ ▇.▇. of Geneva (the “Master Charter”) is in full force and effect on the Closing Date; no party thereto has exercised a right to terminate the Master Charter as of the Closing Date and no party thereto is in default under Master Charter as of the Closing Date. (k) On or prior to the Closing Date. In such event, the Selling Security Holder, the Company will have received a firm commitment from Fortis Bank N.V./S.A. for a new $735 senior secured revolving credit facility as contemplated in the section entitled “The Acquisition” in the Memorandum. (l) On or prior to the Closing Date, the Company has obtained and delivered to the Placement Agent shall not be under any obligation to each other Agents a waiver of Section 20.8 of the Credit Facility herein and in the Memorandum. (except m) The Company has obtained and delivered to the extent provided in Sections 5 Placement Agents a waiver with respect to the registration rights agreement, dated as of April 8, 2005, between the Company and 8 hereof)Q▇▇▇▇▇▇▇ Maritime Investors LLC. (n) The Company shall have furnished or caused to be furnished to the Placement Agents such further certificates or documents as the Placement Agents shall have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement. (b) No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(d) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed, in all material respects, all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all covenants and agreements and satisfied, in all material respects, all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Selling Security Holder contained hereinProspectus and, in their opinion (A) as of the Effective Date, the Registration Statement did not, and to performance by as of its date, the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in Prospectus did not, include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise publicly disclosed, there has not been any material adverse change in required an amendment to the Registration Statement or affecting the business, management, results of operations, or financial condition Prospectus; and (iv) no stop order suspending the effectiveness of the Company and its subsidiariesRegistration Statement has been issued and, taken as a whole. No injunctionto their knowledge, restraining order no proceedings for that purpose have been instituted or order of any nature by a Federal or state court of competent jurisdiction are pending under the Securities Act. (e) The Placement Agents shall have been issued as of received on the Closing Date that would prevent a signed letter from Deloitte & Touche LLP addressed to the offer or Placement Agents and dated the Closing Date, in the form set forth on Exhibit F attached hereto, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in the form set forth on Exhibit C attached hereto. (g) All proceedings taken in connection with the sale of the WarrantShares as herein contemplated shall be reasonably satisfactory in form and substance to the Placement Agents, and their counsel and the Placement Agents shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a Professional Corporation, a favorable opinion, addressed to the Placement Agent and dated the Closing Date, covering such matters as are customarily covered in transactions of this type, and the Company shall have furnished to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (bh) The Selling Security Holder and the Placement Agent Agents shall have determined received copies of the Clearing Price in writingLock-up Agreements executed by each person listed on Schedule I hereto. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (di) The Warrant Shares shall have been approved for listingquotation on the American Stock Exchange and listed and admitted and authorized for trading on the American Stock Exchange, subject only to official notice of issuance, . Satisfactory evidence of such actions shall have been provided to the Placement Agents. (j) The Placement Agents shall have received on the Exchange. If any of Closing Date from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special regulatory counsel for the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement Company, an opinion, addressed to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company Agents and the Selling Security Holder of such termination in writing at or prior to dated the Closing Date. In such event, stating in effect the Selling Security Holdermatters set forth on Exhibit D hereto. (k) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇ Martens ▇▇▇▇▇ & Bear LLP, special intellectual property counsel for the Company and Company, an opinion, addressed to the Placement Agent Agents and dated the Closing Date, stating in effect the matters set forth on Exhibit E hereto. (l) The Company shall not have furnished or caused to be under any obligation to each other (except furnished to the extent provided in Sections 5 and 8 hereof)Placement Agents such further certificates or documents as the Placement Agents shall have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) Notification that the Registration Statement has become effective shall have been received by the Placement Agents and the Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement. (b) No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agents of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. If the Company has elected to rely upon Rule 434, a term sheet shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(d) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Selling Security Holder contained hereinProspectus and, and to performance by the Company and the Selling Security Holder of in their respective covenants and obligations hereunder and to the following additional conditions: opinion (aA) No suspension as of the qualification of Effective Date, the Warrant for offering or sale in Registration Statement and Prospectus did not include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since , and (B) since the respective dates as Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the Prospectus; and (iv) no stop order suspending the effectiveness of which the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. (e) The Placement Agents shall have received, at the time this Agreement is executed and on the Closing Date a signed letter from KPMG LLP addressed to the Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information is given of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time Registration Statement and the Prospectus. (f) The Placement Agents shall have received on the Closing Date from ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents. (g) The Placement Agents shall have received on the Closing Date from intellectual property counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents. (h) The Placement Agents shall have received on the Closing Date from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents. (i) On the date hereof, prior to the execution of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in this Agreement the Chief Financial Officer or affecting the business, management, results of operations, or other senior financial condition officer of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued furnished to the Placement Agents a certificate in form and substance satisfactory to the Placement Agents as to the accuracy of certain numbers contained in the Closing Date that would prevent the offer or sale of the WarrantProspectus, which numbers shall be set forth in a schedule attached to such certificate. (bj) The Selling Security Holder and the Placement Agent Agents shall have determined received copies of the Clearing Price in writingLock-up Agreements executed by each entity or person listed on Schedule I hereto. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (dk) The Warrant Shares shall have been approved for listingquotation on the Nasdaq National Market, subject only to official notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 . (l) The Company shall not have been fulfilled when and as required by this Agreement furnished or caused to be fulfilled, the obligations of furnished to the Placement Agent hereunder may be terminated by Agents such further certificates or documents as the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any Closing, as of the date hereof and as of the Initial Closing Date or the date of any Closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of The Initial Closing and each Subsequent Closing, the qualification of Company shall have delivered as required by the Warrant Securities Purchase Agreement certificates for offering or sale the Debentures sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantDebentures purchased. (b) The Selling Security Holder At the Initial Closing and each Subsequent Closing, the Placement Agent Company shall have determined delivered as required by the Clearing Price Securities Purchase Agreement warrant certificates for the Warrants sold to the Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of the Warrant Shares which may be received upon the exercise thereof. (c) At the Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received warrant certificates for the Placement Agent Warrants issued to the Placement Agent in the name Placement, duly executed and made out in the names to be designated by the Placement Agent for the amount of the Winning Bidder (or in such other name as Placement Agent Warrant Shares which may be directed by received upon the Winning Bidder)exercise thereof. (d) The Warrant Shares At the Initial Closing and each Subsequent Closing, the Placement Agent shall have been approved received the applicable fees payable to the Placement Agent as described in Section 3 hereof. (e) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion from counsel for listingthe Company, subject such opinion to notice of issuancebe in the form and substance annexed to the Securities Purchase Agreement. (f) At the Initial Closing, on the Exchange. If any Placement Agent shall have received "lock-up" agreements, in the form attached as an Annex VII to the Securities Purchase Agreement, duly executed by each person set forth in such Annex. (g) At each Closing, the Placement Agent shall have received a certificate of the conditions hereinabove provided for in Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Section 6 shall not have been fulfilled when Agreement and as required by this Agreement to be fulfilledof the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed, and (ii) with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (h) At each Closing, the Placement Agent hereunder may be terminated by shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such eventof, the Selling Security Holderas applicable, the Company and the Subsidiaries. (i) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (j) On or prior to or following the Initial Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (k) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall, unless stated otherwise therein, be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent's obligations hereunder have not been fulfilled as and when required to be under so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that the Placement Agent elects to terminate this Agreement, the Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 11 hereof. (l) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent upon its request updated opinions, certificates or other information described in Sections 5 this Section 10. (m) The funds shall have been deposited into an escrow account pursuant to the Escrow Agreement and 8 hereof)at each Closing the funds shall be distributed pursuant to a flow of funds memorandum reviewed and executed by each of the Company and the Placement Agent.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder under this Agreement are subject to the accuracy, accuracy in all material respects of the representations of the Company herein as of each Applicable Time the date hereof and as of the Closing Date as if they had been made on and as of the Closing Date; the accuracy, in all material respects, on and as of the representations and warranties Closing Date of the statements of officers of the Company and made pursuant to the Selling Security Holder contained herein, and to provisions hereof; the performance by the Company on and as of the Selling Security Holder Closing Date of their respective its covenants and obligations hereunder agreements hereunder; and to the following additional conditions: (a) No suspension If the Company has elected to rely on Rule 430A under the Securities Act, the Registration Statement shall have been declared effective, and the Prospectus (containing the information omitted pursuant to Rule 430A) shall have been filed with the Commission not later than the Commission's close of business on the qualification of second business day following the Warrant for offering date hereof or sale such later time and date to which the Placement Agent shall have consented; if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than 11:00 A.M., California time, on the date hereof or such later time and date to which the Placement Agent shall have consented; if required, in any jurisdiction, or of the initiation or threatening case of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all changes in or amendments or supplements theretoto the Prospectus in addition to those contemplated above, the Company shall have filed such Prospectus as amended or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make supplemented with the statements therein, Commission in the light manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale InformationRegistration Statement or any amendment thereto shall have been issued, and except as otherwise publicly disclosedno proceedings for that purpose shall have been instituted or threatened or, there has not been any material adverse change in or affecting to the business, management, results of operations, or financial condition knowledge of the Company or the Placement Agent, shall be contemplated by the Commission; and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction the Company shall have been issued as complied with any request of the Closing Date that would prevent Commission for additional information (to be included in the offer Registration Statement or sale of the WarrantProspectus or otherwise). (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, is material, or omits to state a fact which, in the Placement Agent's opinion, is material and is required to be under stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any obligation supplement thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, is material, or omits to each other (except state a fact which, in the Placement Agent's opinion, is material and is required to the extent provided in Sections 5 and 8 hereof).be stated therein or is

Conditions of the Placement Agent’s Obligations. The obligations Placement Agent's obligation to act as the agent of the Company hereunder, and the Placement Agent hereunder are Agent's obligation to use its best efforts to find purchasers for the Units, shall be subject to the satisfactory completion of its due diligence examination and the accuracy, as of each Applicable Time and the Closing Issuance Date, of the representations and warranties on the part of the Company and herein contained, to the Selling Security Holder contained herein, and to performance by the Company and of all its agreements herein contained, to the Selling Security Holder fulfillment of their respective or compliance by the Company with all covenants and obligations hereunder conditions hereof, and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, Placement Agent shall not contain have disclosed in writing to the Company that the Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which in the opinion of counsel to the Placement Agent, is material fact or omit omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are made, therein not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder Between the date hereof and each Issuance Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as shall, in the sale discretion of the Placement Agent shall have determined the Clearing Price in writingAgent, materially adversely affect its business or property. (c) At Between the Closingdate hereof and each Issuance Date, the Warrant there shall be reissued in no litigation instituted, or to the name knowledge of the Winning Bidder (Company threatened, against the Company and there shall be no proceeding instituted or in such threatened against the Company or before or by any federal or state commission, regulatory body or administrative agency or other name as may be directed by governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the Winning Bidder)business, franchises, licenses, permits, operations, prospects, financial condition or income of the Company. (d) The Warrant Shares During the period subsequent to the Commencement Date and prior to each issuance Date, the Company (i) shall have been approved for listing, subject to notice of issuance, conducted its business in the usual and ordinary manner as the same was being conducted on the Exchange. If any of Commencement Date and (ii) the conditions hereinabove provided for in this Section 6 Company shall not have been fulfilled when and as required by this Agreement to be fulfilledsuffered or experienced any materially adverse change in its financial condition or prospects. (e) The authorization of the Units, the obligations of the Placement Agent hereunder may Warrants, the Equity, the Memorandum, and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be terminated by reasonably satisfactory in all material respects to counsel to the Placement Agent. (f) The Company shall have furnished to the Placement Agent by notifying the opinion of its counsel dated as of the close of the Minimum Offering in the form attached hereto as Exhibit A, and a letter from Company's counsel as of each subsequent Issuance Date that no new information has come to its attention that would cause such counsel to believe the statements in its initial legal opinion are no longer valid ("down to date letter"). (g) The Company and the Selling Security Holder of such termination in writing at or prior shall have furnished to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated as of each Issuance Date in the form attached hereto as Exhibit B. All the opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to Placement Agent's counsel, whose approval shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)unreasonably withheld.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any Closing, as of the date hereof and as of the Initial Closing Date or the date of any Closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of The Initial Closing and each Subsequent Closing, the qualification of Company shall have delivered as required by the Warrant Securities Purchase Agreement certificates for offering or sale the Debentures sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantDebentures purchased. (b) The Selling Security Holder At the Initial Closing and each Subsequent Closing, the Placement Agent Company shall have determined delivered as required by the Clearing Price Securities Purchase Agreement warrant certificates for the Warrants sold to the Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of the Warrant Shares which may be received upon the exercise thereof. (c) At the Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received warrant certificates for the Placement Agent Warrants issued to the Placement Agent in the name Placement, duly executed and made out in the names to be designated by the Placement Agent for the amount of the Winning Bidder (or in such other name as Placement Agent Warrant Shares which may be directed by received upon the Winning Bidder)exercise thereof. (d) The Warrant Shares At the Initial Closing and each Subsequent Closing, the Placement Agent shall have been approved received the applicable fees payable to the Placement Agent as described in Section 3 hereof. (e) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion from counsel for listingthe Company, subject such opinion to notice of issuancebe in the form and substance annexed to the Securities Purchase Agreement. (f) At the Initial Closing, on the Exchange. If any Placement Agent shall have received "lock-up" agreements, in the form attached as an Annex VII to the Securities Purchase Agreement, duly executed by each person set forth in such Annex. (g) At each Closing, the Placement Agent shall have received a certificate of the conditions hereinabove provided for in Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Section 6 shall not have been fulfilled when Agreement and as required by this Agreement to be fulfilledof the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed, and (ii) with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (h) At each Closing, the Placement Agent hereunder may be terminated by shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such eventof, the Selling Security Holderas applicable, the Company and the Subsidiaries. (i) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (j) On or prior to or following the Initial Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (k) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall, unless stated otherwise therein, be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent's obligations hereunder have not been fulfilled as and when required to be under so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that the Placement Agent elects to terminate this Agreement, the Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 11 hereof. (l) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent upon its request updated opinions, certificates or other information described in Sections 5 and 8 hereof)this Section 10.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, following conditions: (a) Each of the representations and warranties of the Company contained herein shall be true and correct at the Selling Security Holder contained hereinClosing Date, as if made on such date, and to performance by the Company and the Selling Security Holder of their respective all covenants and obligations hereunder and agreements herein contained to be performed on the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition part of the Company and its subsidiaries, taken as a whole. No injunction, restraining order all conditions herein contained to be fulfilled or order of any nature complied with by a Federal the Company at or state court of competent jurisdiction prior to the Closing Date shall have been issued as of the Closing Date that would prevent the offer duly performed, fulfilled or sale of the Warrantcomplied with. (b) The Selling Security Holder and the Placement Agent shall have determined received from the Clearing Price in writing.Company on the Closing Date a certificate, addressed to the Placement Agent and dated the Closing Date, to the effect that: (ci) At the Closing, the Warrant shall be reissued in the name each of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listingrepresentations, subject to notice of issuance, on the Exchange. If any warranties and agreements of the conditions hereinabove provided for Company in this Section 6 shall not have been fulfilled Agreement were true and correct when originally made and are true and correct as of the Closing Date; and the Company has complied with all agreements and satisfied all the conditions on its part required by under this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing performed or satisfied at or prior to the Closing Date. In ; (ii) subsequent to the date of the most recent financial statements included in each of the Registration Statement and the Prospectus, there has not been a material adverse change in the business, properties, financial condition or results of operations of the Company other than as set forth in or contemplated by the Registration Statement or the Prospectus; and (iii) (A) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, and no proceedings for that purpose shall be pending or threatened by the Commission and (B) no order suspending the qualification or registration of the Shares under the securities or blue sky laws of any jurisdiction shall be in effect and no proceeding for such eventpurpose shall be pending before or threatened by any securities or other governmental authority. (c) The Shares shall have been approved for listing on the Nasdaq Global Market, subject only to official notice of issuance. (d) Prior to the Selling Security HolderClosing Date, the Company and shall have furnished to the Placement Agent such further information, certificates or documents as the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any closing (including, without limitation, all Subscription Documents and all Company Documents), as of the date hereof and as of the Initial Closing Date or the date of any closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received Notes for the amount of the qualification debt sold to the Investors in the Placement, duly executed and made out in the name of such Investors for the amount of the debt purchased and the applicable Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of with respect to such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrantinvestment . (b) The Selling Security Holder At the Initial Closing and each Subsequent Closing, the Placement Agent shall have determined received the Clearing Price applicable fees payable to the Placement Agent as described in writingSections 3 and 4 hereof. (c) At the Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received the favorable opinion of counsel for the Company, in the name of form and substance satisfactory to the Winning Bidder (or in such other name as may be directed by the Winning Bidder)Placement Agent . (d) The Warrant Shares At the Initial Closing and each Subsequent Closing, the Placement Agent shall have been approved for listing, subject to notice of issuance, on received a certificate from the Exchange. If any Chief Executive Officer and Chief Financial Officer of the conditions hereinabove provided for in Company to the effect that such persons have reviewed the Plan and, based upon such review, nothing has come to the attention of such officers to cause such officers to believe that the Plan contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At each Closing, the Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Section 6 shall not have been fulfilled when Agreement and as required by this Agreement to be fulfilledof the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations of to be performed by the Company hereunder on or prior thereto have been fully performed. (e) At each Closing, the Placement Agent hereunder may be terminated by shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such eventof, the Selling Security Holderas applicable, the Company and the Subsidiaries and with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (f) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. The parties shall also execute such other certificates and closing documents as are usual and customarily used by the Placement Agent in similar offerings. (g) On or prior to or following the Initial Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 9 and the representations made in Section 6 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (h) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any material condition to the Placement Agent’s obligations hereunder have not been fulfilled as and when required to be under so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that Placement Agent elects to terminate this Agreement, Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 10 hereof. (i) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent updated opinions, certificates or other information described in Sections 5 and 8 hereof)this Section 9.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act on or prior to the date hereof and in accordance with Section 3(a) hereof, any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Agents. (b) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(c) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (c) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and the Selling Security Holder contained herein, and to performance by agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Selling Security Holder of their respective Closing Date; (ii) the Company has performed all covenants and obligations agreements and satisfied all conditions contained herein on its part to be performed or satisfied hereunder and prior to the following additional conditions: (a) No suspension or as of the qualification of Closing Date; and (iii) there has been no Material Adverse Effect since the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates date as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder General Disclosure Package and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (Prospectus as then amended or in such other name as may be directed by the Winning Bidder)supplemented. (d) The Warrant Shares Placement Agents shall have been approved for listingreceived, subject to notice of issuance, at the time this Agreement is executed and on the Exchange. If any Closing Date, a signed letter from KPMG LLP addressed to the Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information of the conditions hereinabove provided for type ordinarily included in this Section 6 shall not have been fulfilled when accountants’ “comfort letters” to underwriters with respect to the financial statements and as required by this Agreement to be fulfilledcertain financial information contained in the Registration Statement, the obligations General Disclosure Package and the Prospectus. (e) The Placement Agents shall have received on the Closing Date from ▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, a written opinion, addressed to the Placement Agents and dated the Closing Date in form and substance reasonably satisfactory to the Placement Agents, to the effect set forth in Annex A hereto. (f) The Placement Agents shall have received on the Closing Date from the General Counsel of the Placement Agent hereunder may be terminated by Company, a written opinion, addressed to the Placement Agent by notifying Agents and dated the Closing Date in form and substance reasonably satisfactory to the Placement Agents, to the effect set forth in Annex B hereto. (g) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (h) The Placement Agents shall have received on the Closing Date the “lock-up” agreements, each substantially in the form of Exhibit B hereto, between the Placement Agents and each executive officer and director of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the Selling Security Holder of such termination in writing at date hereof. (i) The Shares shall have received approval for listing on the NYSE on or prior to the Closing Date. In such event, the Selling Security Holder, the subject only to official notice of issuance. (j) The Company and shall have furnished or caused to be furnished to the Placement Agent Agents such further certificates or documents as the Placement Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder under this Agreement are subject to each of the accuracyfollowing terms and conditions: 3.1 The representations and warranties of the Company contained in the Securities Purchase Agreements, this Agreement and in the certificates delivered pursuant to Section 3.2 below shall be true and correct when made and on and as of each Applicable Time such Closing Date as if made on such date. The Company shall have performed, in all material respects, all covenants and agreements and satisfied, in all material respects, all the conditions contained in this Agreement and contained in the Securities Purchase Agreements required to be performed or satisfied by it at or before such Closing Date. 3.2 The Placement Agent shall have received on such Closing Date certificates, addressed to the Placement Agent and dated such Closing Date, of the chief executive officer and the chief financial officer of the Company (a) to the effect that: (i) the representations and warranties of the Company in this Agreement and the Selling Security Holder contained herein, Securities Purchase Agreements were true and to performance by correct when made and are true and correct as of such Closing Date; and (ii) the Company and the Selling Security Holder of their respective has performed, in all material respects, all covenants and obligations hereunder agreements and satisfied, in all material respects, all the conditions contained in this Agreement and each Securities Purchase Agreement; and (b) in form and substance reasonably satisfactory to the following additional conditions:Placement Agent, containing statements and information with respect to certain information regarding mining, mineralized materials of uranium deposits, uranium production, leases and related financial information contained in the Memorandum. (a) No suspension 3.3 The Placement Agent shall have received on such Closing Date from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Company, an opinion, addressed to the Placement Agent and each of the qualification Purchasers and dated such Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel. 3.4 The Placement Agent shall have received on such Closing Date a signed letter from ▇▇▇▇ & Associates, LLP addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent containing statements and information of the Warrant for offering or sale type ordinarily included in any jurisdictionaccountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Memorandum. 3.5 The Placement Agent shall have received on such Closing Date a signed letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company (USA), or Inc. addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, containing statements and information with respect to certain information regarding the Company’s non-reserve mineralized materials of uranium deposits contained in the Memorandum. 3.6 The Placement Agent shall have received copies of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Lock-Up Agreements executed by each director and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition executive officer of the Company listed on Schedule I. 3.7 The Shares and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction the Warrant Shares shall have been issued as approved for quotation on the NASDAQ Global Market, subject only to official notice of issuance. In addition, on the Closing Date that would prevent date of their issuance, the offer or sale Ratchet Warrant Shares shall have been approved for quotation on the NASDAQ Global Market, subject only to official notice of the Warrantissuance. (b) 3.8 The Selling Security Holder and Company shall have furnished or caused to be furnished to the Placement Agent such further certificates or documents as the Placement Agent shall have determined the Clearing Price in writingreasonably requested. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder Agents under this Agreement are several and not joint. The respective obligations of the Placement Agents are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement. (b) No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agents. If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agents of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. If the Company has elected to rely upon Rule 434, a term sheet shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(d) shall be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agents shall have received on the Closing Date a certificate, addressed to the Placement Agents and dated the Closing Date, of the representations chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company, acting in such capacities, to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Selling Security Holder contained hereinProspectus and, and to performance by the Company and the Selling Security Holder of in their respective covenants and obligations hereunder and to the following additional conditions: opinion, (aA) No suspension as of the qualification of Effective Date, the Warrant for offering or sale in Registration Statement and Prospectus did not include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since , and (B) since the respective dates as Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the Prospectus; and (iv) no stop order suspending the effectiveness of which the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. (e) The Placement Agents shall have received, at the time this Agreement is executed and on the Closing Date a signed letter from D&T addressed to the Placement Agents and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agents containing statements and information is given of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time Registration Statement and the Prospectus. (f) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (g) The Placement Agents shall have received on the Closing Date from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D., ▇.▇., Patent Attorney at the Company, in his capacity as such, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (h) The Placement Agents shall have received on the Closing Date from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Placement Agents, an opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (i) On the date hereof, prior to the execution of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in this Agreement the Chief Financial Officer or affecting the business, management, results of operations, or other senior financial condition officer of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued furnished to the Placement Agents a certificate in form and substance satisfactory to the Placement Agents as to the accuracy of certain numbers contained in the Closing Date that would prevent the offer or sale of the WarrantProspectus, which numbers shall be set forth in a schedule attached to such certificate. (bj) The Selling Security Holder and the Placement Agent Agents shall have determined received copies of the Clearing Price in writingLock-up Agreements executed by each entity or person listed on Schedule I hereto. (ck) At The Company shall have filed with Nasdaq all forms required by Nasdaq to be filed with it prior to the Closing, the Warrant shall be reissued in the name issuance of the Winning Bidder (or in such other name as may be directed by Shares, including a Notification Form for Listing of Additional Shares with respect to the Winning Bidder)Shares. (dl) The Warrant Shares Company shall have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement furnished or caused to be fulfilled, the obligations of furnished to the Placement Agent hereunder may be terminated by Agents such further certificates or documents as the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent Agents shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any Closing (including, without limitation, all Subscription Documents and all Company Documents), as of the date hereof and as of the Initial Closing Date or the date of any Closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of The Initial Closing and each Subsequent Closing, the qualification of Placement Agent shall have received certificates for the Warrant for offering or sale Shares sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantShares purchased. (b) The Selling Security Holder At the Initial Closing and each Subsequent Closing, the Placement Agent shall have determined received warrant certificates for the Clearing Price Warrants sold to the Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of the Warrant Shares which may be received upon the exercise thereof. (c) At the Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received warrant certificates for the Placement Agent Warrants issued to the Placement Agent in the name Placement, duly executed and made out in the names to be designated by the Placement Agent for the amount of the Winning Bidder (or in such other name as Placement Agent Warrant Shares which may be directed by received upon the Winning Bidder)exercise thereof. (d) The Warrant Shares have been approved for listingAt the Initial Closing and each Subsequent Closing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by shall have received the applicable fees payable to the Placement Agent as described in Section 3 hereof. (e) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, as special counsel for the Company, such opinion to be in the form and substance customary for transactions such as the Placement and reasonably satisfactory to the Placement Agent and such counsel. Such opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ shall contain, among other customary opinions, and subject to customary qualifications, the following required legal opinions: (i) The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority necessary to own or hold its properties and conduct its business, and is duly qualified or licensed to do business as a foreign corporation in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be licensed would not have a Material Adverse Effect; (ii) Each Subsidiary is validly existing and is in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its properties and to conduct its business and is duly qualified and authorized to transact business and is in good standing in each jurisdiction in which the conduct of its business or the nature of its properties requires such qualification or authorization, except where the failure to be so qualified or authorized and in good standing could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Company Documents, all of the issued and outstanding shares of capital stock of each Subsidiary are owned by notifying the Company and, to the knowledge of such counsel, all such issued and outstanding shares have been duly authorized and validly issued, and are non-assessable. To the knowledge of such counsel, and except as disclosed in the Memorandum and the Company Documents, the Company owns the outstanding capital stock of each Subsidiary free and clear of any Liens. (iii) Each of this Agreement, the Escrow Agreement by and among the Placement Agent, the Company and the Selling Security Holder Escrow Agent, the shares of such termination Common Stock, the Warrants, the Placement Agent Warrants and the Subscription Documents has been duly and validly authorized, executed and delivered by the Company, and is the valid and binding obligation of the Company, enforceable against it in writing at accordance with its terms, subject to any applicable bankruptcy, insolvency or prior other laws affecting the rights of creditors generally and to general equitable principles. (iv) The authorized capital stock of the Company as of the date hereof (before giving effect to the Closing Datetransactions contemplated by this Agreement) is as set forth in the Memorandum. (v) The Securities have been duly authorized, validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof. In such eventThe Shares, the Selling Security HolderWarrant Shares and the Placement Agent Warrants have all been duly reserved, and when issued in accordance with the terms of the Placement, will be validly issued, fully paid and nonassessable and not subject to preemptive or any other similar rights and no personal liability will attach to the ownership thereof; (vi) Assuming: (A) the accuracy of the information provided by the Investors in the Subscription Documents, and (B) that the Company and the Placement Agent have complied in all material respects with the requirements of Section 4(2) of the Securities Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Units and the Placement Agent Warrants issued to the Placement Agent are exempt from registration under the Securities Act and Regulation D promulgated thereunder; (vii) To the best knowledge of such counsel, after due investigation, neither the execution and delivery of this Agreement and the Warrants, nor compliance with the terms hereof, nor the consummation of the transactions herein contemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or Bylaws of the Company, or any material contract, instrument or document to which the Company or any Subsidiary is a party (which material contract, instrument or document will be enumerated on a schedule to such opinion provided by the Company), in each case as of the date of such opinion. To the knowledge of such counsel none of such material contracts, instruments or documents violate any applicable law, rule, or regulation, judgment, order or decree of any governmental agency or court having jurisdiction over the Company or any of its properties or business to which the Company is subject; (viii) To the best knowledge of such counsel, there are no claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental authority or instrumentality pending or threatened against or affecting the Company or involving the properties of the Company, an unfavorable outcome to which would have a Material Adverse Effect, except as set forth in or contemplated by the Memorandum or Subscription Documents. (ix) such counsel has reviewed the Memorandum, the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004, (the "SEC Reports") and, based upon such review, nothing has come to the attention of such counsel to cause such counsel to believe that the Memorandum or the SEC Reports contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing opinion shall specifically exclude and shall not cover: (A) any matters relating to the Intellectual Property of the Company or the Subsidiaries, (B) any audited or unaudited financial statements or Schedules of the Company (including footnotes thereto and all other financial disclosures contained therein or occurring subsequent thereto), and (C) any documents incorporated by reference in the Memorandum or the SEC Reports. (x) The statements in the Memorandum about the Company's technology and intellectual property as described on Exhibit "C" hereto are accurate and fair summaries of the legal matters referred to therein. Nothing has come to such counsel's attention that causes them to believe that the intellectual property information in the Memorandum contains any untrue statement of material fact or omitted to state any material fact required to be under stated therein to make the statements therein not misleading. (f) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion of Klarquist ▇▇▇▇▇▇▇▇ LLP, special intellectual property counsel for the Company, substantially in the form attached hereto as Schedule D. (g) At the Initial Closing, the Placement Agent shall have received "lock-up" agreements, in the form to be agreed upon by the Company and the Placement Agent, duly executed by each director, officer and holder of five percent (5%) or more of the Company's Common Stock as of the Closing, which "lock-up" agreement shall provide that such persons shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company (currently owned or hereafter acquired by them, through the exercise of warrants or options, or otherwise) for a period of twelve (12) months from the date upon which the Registration Statement is declared effective ( the "Effective Date") by the SEC (the "Lock-Up Period"); provided, however, that the Lock-Up Period shall terminate if at any time after the date which is ninety (90) days after the Effective Date, the 20-day average of the closing bid price of the shares of Common Stock on the OTC Bulletin Board. exceeds two hundred percent (200%) of the Common Stock Purchase Price. (h) At each Closing, the Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed, and (ii) with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (i) At each Closing, the Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement of, as applicable, the Company and the Subsidiaries. (i) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (j) On or prior to or following the Initial Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (k) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall, unless stated otherwise therein, be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent's obligations hereunder have not been fulfilled as and when required to be so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that the Placement Agent elects to terminate this Agreement, the Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 11 hereof. (l) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent updated opinions, certificates or other information described in Sections 5 and 8 hereof)this Section 10.

Conditions of the Placement Agent’s Obligations. The respective obligations of the several Placement Agent Agents hereunder are subject to the accuracy, as of each Applicable Time the date hereof and at the Closing Date, of the representations and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions:. (a) No suspension If filing of the qualification Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package, the Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or otherwise) shall have been complied with to the Placement Agents’ satisfaction. (b) FINRA shall have raised no objection to the fairness and all amendments reasonableness of the placement terms and arrangements. (c) None of the Placement Agents shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or supplements the Prospectus, or any amendment thereof or supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact which, in such Placement Agent’s reasonable opinion, is material, or omit omits to state a fact which, in such Placement Agent’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (d) On the Closing Date, there shall have been furnished to the Placement Agents the opinion and negative assurance letter of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Ference LLP, U.S. counsel for the Company, dated the Closing Date, and addressed to the Placement Agents, in form and substance reasonably satisfactory to the light Placement Agents. (e) On the Closing Date, there shall have been furnished to the Placement Agents the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel for the Company, dated the Closing Date, and addressed to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents. (f) On the Closing Date, there shall have been furnished to the Placement Agents the opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Nevada counsel for the Company, dated the Closing Date, and addressed to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents. (g) On the Closing Date, there shall have been furnished to the Placement Agents the opinion and negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., intellectual property counsel for the Company, dated the Closing Date, and addressed to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents. (h) On the Closing Date, there shall have been furnished to the Placement Agents the negative assurance letter of ▇▇▇▇ & Loeb LLP, counsel to the Placement Agents, dated the Closing Date, and addressed to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents. (i) The Placement Agents shall have received a letter of PricewaterhouseCoopers LLP on the date hereof and on the Closing Date, addressed to the Placement Agents, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Placement Agents. (j) On the Closing Date, there shall have been furnished to the Placement Agents a certificate, dated the Closing Date, and except addressed to the Placement Agents, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as otherwise publicly disclosedofficers of the Company, there has not been any material adverse change in or affecting to the business, management, results of operations, or financial condition effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its subsidiaries, taken as a whole. part to be performed or satisfied at or prior to the Closing Date; (ii) No injunction, restraining stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any nature by event resulting or reasonably likely to result in a Federal Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or state court before the date hereof, the Placement Agents shall have received duly executed “lock-up” agreements, in a form set forth on Schedule IV, among the Placement Agents and each of competent jurisdiction the individuals specified in Schedule V. (l) On the Closing Date, there shall have been issued to each Placement Agent, a Placement Agents’ Warrant in the form attached hereto as of the Closing Date that would prevent the offer or sale of the WarrantSchedule VI. (bm) The Selling Security Holder Common Stock shall remain approved for listing on the OTCQX. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the OTCQX, nor shall the Company have received any information suggesting that the Commission or OTCQX is contemplating terminating such registration or listing. The Shares, Warrant Shares, Warrants and shares of Common Stock underlying the Placement Agent Agents’ Warrants shall have determined the Clearing Price in writingbe DTC eligible. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (dn) The Warrant Shares Company shall have been approved for listingfurnished to the Placement Agents and their counsel such additional documents, subject to notice of issuance, on certificates and evidence as the ExchangePlacement Agents or their counsel may have reasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the any Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the Closing Date. In , and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 6(a)(viii), the Company Section 8 and the Placement Agent Section 9 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of ----------------------------------------------- the Placement Agent hereunder are shall be subject to the accuracy, as of each Applicable Time and the Closing Date, continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the date of each Closing, if any, as if they had been made on and as of such date, as the case may be; the accuracy on and as of the date of each Closing, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the Selling Security Holder contained herein, and to performance by the Company on and as of the Selling Security Holder date of their respective each Closing, if any, of its covenants and obligations hereunder and to the following additional further conditions: (aA) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, The Registration Statement shall have occurred. The Time become effective not later than 5:00 p.m., New York City time, on the date prior to the date of Sale Information this Agreement or such later date and all amendments or supplements theretotime as shall be consented to in writing by the Placement Agent, or modifications thereofand, at the date of each Closing, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Placement Agent's Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Regulations within the prescribed time period, and prior to the Minimum Closing Date the Company shall have provided evidence satisfactory to the Placement Agent of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Regulations. (B) The Placement Agent shall not contain have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of material fact which, in the Placement Agent's opinion, is material, or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's reasonable opinion, is material, or omits to state a fact which, in the Placement Agent's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (bC) The Selling Security Holder and At the Minimum Closing Date, the Placement Agent shall have determined received the Clearing Price favorable opinion of Fenwick & West LLP ("Fenwick & West"), counsel to the Company, dated the Minimum Closing Date, addressed to the Placement Agent and in writingform and substance satisfactory to Placement Agent's Counsel, to the effect that: (i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to be so qualified or licensed would not have a material adverse effect on the Company's business and (C) to such counsel's knowledge, has all requisite corporate power and authority and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus. (cii) At except as described in the ClosingProspectus, and to such counsel's knowledge, the Warrant shall be reissued Company does not currently engage in any substantial activities, and to such counsel's knowledge, the Company does not own an interest in any corporation, limited liability company, partnership, joint venture, trust or other business entity; (iii) to such counsel's knowledge, the Company has a duly authorized, issued and outstanding capitalization as set forth in the name Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Capital Stock," and to the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Placement Agent's Warrant Agreement, and as described in the Prospectus. The Securities and all other securities issued or issuable by the Company which will be outstanding after the Closing Date conform in all material respects to the statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Winning Bidder (or Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of any preemptive rights in the Company's Certificate of Incorporation, the Company's By-laws, the agreements and instruments identified in such counsel's opinion as having been reviewed for purposes of the opinion or other name as may preemptive rights known to such counsel of any holders of any security of the Company. The Securities to be directed sold by the Winning Bidder). (d) The Company hereunder and under the Placement Agent's Warrant Shares Agreement are not and will not be subject to any preemptive rights in the Company's Certificate of Incorporation, the Company's By-laws, the agreements and instruments identified in such counsel's opinion as having been reviewed for purposes of the opinion or any other preemptive or similar rights of any stockholder known to such counsel, have been approved duly authorized and, when issued, paid for listingand delivered in accordance with their terms, subject will be validly issued, fully paid and nonassessable and will conform in all material respects to notice of issuancethe description thereof contained in the Prospectus; all corporate action required to be taken for the authorization, on the Exchange. If any issue and sale of the conditions hereinabove provided for Securities has been duly and validly taken; and the certificates representing the Securities are in this Section 6 shall not have been fulfilled when due and as required by this Agreement to be fulfilledproper form. The Warrants constitute valid, the binding and enforceable obligations of the Placement Agent hereunder Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby (except as such enforceability may be terminated limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law). Upon the issuance and delivery pursuant to this Agreement of the Securities to be sold by the Placement Agent by notifying Company, the Company will convey, against payment therefor as provided herein, to the Purchasers good and marketable title to the Securities free and clear of all liens and other encumbrances; (iv) if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and based solely upon the oral advice of the Staff of the Commission, the Registration Statement is effective under the Act and no stop order suspending the use of the Preliminary Prospectus, the Registration Statement or Prospectus or any part of any thereof or suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to such counsel's knowledge, threatened or contemplated under the Act; (v) each of the Preliminary Prospectus, the Registration Statement, and the Selling Security Holder Prospectus and any amendments or supplements thereto (other than the financial statements and other financial and statistical data included therein as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and the Regulations. Such counsel shall state that such termination counsel has participated in writing at or prior to the Closing Date. In such event, the Selling Security Holder, conferences with officers and other representatives of the Company and the Placement Agent shall and representatives of the independent public accountants for the Company, at which conferences the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus, and any amendments or supplements thereto were discussed, and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and Prospectus, and any amendments or supplements thereto, on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto, at the time such Registration Statement or amendment became effective or the Preliminary Prospectus or Prospectus or amendment or supplement thereto as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Prospectus, and any amendments or supplements thereto); (vi) to such counsel's knowledge, (A) there are no agreements, contracts or other documents required by the Act to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto; (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other agreements to which the Company is a party that are expressly referred to in the Registration Statement and the Prospectus, are accurate in all material respects; (C) there is not pending and the Company has received no oral or written notice of any action, arbitration, suit, proceeding, litigation, governmental or other proceeding against the Company (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, which (x) is required by the Regulations to be disclosed in the Registration Statement which is not so disclosed (and such proceedings as are summarized in the Registration Statement are accurately summarized in all material respects), (y) questions the validity of the capital stock of the Company this Agreement or the Placement Agent's Warrant Agreement, or of any action taken or to be taken by the Company pursuant to or in connection with any of the foregoing; and (D) there is not pending and the Company has received no oral or written notice of any action, suit or proceeding against the Company before any court or arbitrator or governmental body, agency or official in which there is a reasonable possibility of an adverse decision which may result in a material adverse change in the Business, which could reasonably be expected to materially adversely affect the present or prospective ability of the Company to perform its obligations under this Agreement or the Placement Agent's Warrant Agreement, or which in any obligation manner draws into question the validity or enforceability of this Agreement or the Placement Agent's Warrant Agreement; (vii) the Company has the corporate power and authority to enter into each of this Agreement and the Placement Agent's Warrant Agreement and to consummate the transactions provided for therein; and each of this Agreement and the Placement Agent's Warrant Agreement has been duly authorized, executed and delivered by the Company. Each of this Agreement and the Placement Agent's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, except as rights to indemnity or contribution may be limited by applicable law). To such counsel's knowledge, none of the Company's execution, delivery or performance of this Agreement and the Placement Agent's Warrant Agreement, the consummation by the Company of the transactions contemplated herein or therein, or the conduct of the Company's business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto conflicts with or results in any material breach or violation of any of the terms or provisions of, or constitutes a material default under, or results in the creation or imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the extent provided terms of (A) the certificate of incorporation or by-laws of the Company, as amended, (B) any license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument known to such counsel, to which the Company is a party or by which it is bound, or (C) any federal, state or local statute, rule or regulation known to such counsel to be applicable to the Company or any judgment, decree or order known to such counsel of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, having jurisdiction over the Company or any of its activities or properties, in Sections 5 each case where such conflict, breach, violation or default would have a material adverse effect on the Company's business; (viii) no consent, approval, authorization or order, and 8 hereofno filing with, any court, regulatory body, government agency or other body (other than such as may be required under Blue Sky laws, as to which no opinion need be rendered or under federal securities laws, as to which no opinion need be rendered pursuant to this subsection (viii).) is required in connection with the issuance of the Securities pursuant to the Prospectus and the Registration Statement, the performance of this Agreement and the Placement Agent's Warrant Agreement, and the transactions contemplated hereby and thereby; (ix) to such counsel's knowledge, the properties of the Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus; (x) to the knowledge of such counsel, and except as disclosed in the Registration Statement and the Prospectus, (A) the Company is not in material breach of, or in material default under, any term or provision of any license, contract, agreement, indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or other agreement or instrument to which the Company is a party or by which the Company is bound or to which the property or assets (tangible or intangible) of the Company is subject, in each case where such breach or default would have a material adverse effect on the business of the Company, and (B) the Company is not in material violation of any term or provision of its articles of incorporation or by-laws, as amended, or in materi

Conditions of the Placement Agent’s Obligations. The respective obligations of the Placement Agent hereunder and the Purchasers under the Subscription Agreements, and the Closing of the sale of the Shares, are subject to the accuracy, as of each Applicable Time the date hereof and at the Closing Date (as if made at the Closing Date), of the representations and compliance with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or the Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Placement Agent’s satisfaction. (b) The Shares shall be qualified for listing on the NASDAQ Capital Market. (c) The Company shall have entered into Subscription Agreements with each of the Purchasers and all amendments such agreements shall be in full force and effect. (d) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (e) The Placement Agent shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or supplements the Prospectus, or any amendment thereof or supplement thereto, or modifications thereofany Issuer Free Writing Prospectus, if any, shall not contain contains an untrue statement of material fact which, in the Placement Agent’s reasonable opinion, is material, or omit omits to state a fact which, in the Placement Agent’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (f) On the Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letters of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, dated the Closing Date and addressed to the Placement Agent, in form and substance reasonably satisfactory to the light Placement Agent. (g) On the Closing Date, there shall have been furnished to the Placement Agent a certificate, dated the Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the circumstances under which Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (h) The Placement Agent shall have received a letter of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP on the Closing Date, addressed to the Placement Agent, confirming that they are madeindependent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of a date not prior to the date hereof or more than five days prior to the Closing Date that would prevent Date), the offer or sale conclusions and findings of said firm with respect to the Warrantfinancial information and other matters required by the Placement Agent. (bi) The Selling Security Holder and Company shall have furnished to the Placement Agent shall and its counsel such additional documents, certificates and evidence as the Placement Agent or its counsel may have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchangereasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the Closing Date. In Date and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 5(a)(vii), the Company Section 7 and the Placement Agent Section 8 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 Selling Security Holder contained hereinPlacement Agent or otherwise at any Closing (including, without limitation, all Subscription Documents), as of the date hereof and as of the Closing Date or the date of any Closing subsequent to the Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of At the qualification of Closing, the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, Placement Agent shall have occurred. The Time received the favorable opinion of Sale Information and all amendments or supplements thereto▇▇▇▇▇ ▇▇▇▇▇▇▇ Berlack Israels, or modifications thereofcounsel for the Company, if anyand/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, shall not contain an untrue statement of material fact or omit General Counsel to state a material fact necessary to make the statements thereinCompany, in the light form and substance reasonably satisfactory to the Placement Agent and substantially to the effect that: (i) the Company has been duly organized and is validly existing and in good standing under the laws of the circumstances State of Delaware, has all requisite power and authority necessary to own or hold its properties and conduct its business, and is duly qualified or licensed to do business as a foreign corporation in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be licensed would not have a Material Adverse Effect; (ii) Each Subsidiary has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its properties and to conduct its business and is duly qualified and authorized to transact business and is in good standing in each jurisdiction in which they are madethe conduct of its business or the nature of its properties requires such qualification or authorization, except where the failure to be so qualified or authorized and in good standing could not misleadingreasonably be expected to have a Material Adverse Effect. Since All of the respective dates issued and outstanding capital stock of each Subsidiary is owned by the Company, free and clear of any liens (except Permitted Liens), and has been duly authorized and validly issued, and is non-assessable. The definition of the term "Permitted Liens" shall be agreed to by the Company and the Placement Agent prior to the Closing Date. (iii) each of this Agreement, the Escrow Agreement by and among the Placement Agent, the Company and the Escrow Agent, the shares of Series A Preferred Stock, the Warrants, the Unit Purchase Option and the Subscription Documents has been duly and validly authorized, executed and delivered by the Company, and is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles; (iv) the authorized capital stock of the Company as of which information the date hereof (before giving effect to the transactions contemplated by this Agreement) is given as set forth in the Time Memorandum. Except for the Securities to be issued as contemplated by this Agreement, there are no outstanding warrants, options, agreements, convertible securities, preemptive rights or other commitments pursuant to which the Company is, or may become, obligated to issue any shares of Sale Informationits capital stock or other securities of the Company other than as set forth in the Memorandum. All of the shares of capital stock of the Company issued since May 3, 2002 have been duly and validly authorized and issued, are fully paid and nonassessable and have not been issued in violation of the preemptive rights of any security holder of the Company. The offers and sales of such outstanding securities were either registered under the Act and applicable state securities laws or exempt from such registration requirements. Such shares have been duly authorized, validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof. The Common Stock underlying the Series A Preferred Stock, the Warrants and the Unit Purchase Option have been duly reserved, and except as otherwise publicly disclosedwhen issued in accordance with the terms of the Placement, will be validly issued, fully paid and nonassessable and not subject to preemptive or any other similar rights and no personal liability will attach to the ownership thereof; (v) assuming: (i) the accuracy of the information provided by the Investors in the Subscription Documents, and (ii) that the Placement Agent has complied in all material respects with the requirements of Section 4(2) of the Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Units is exempt from registration under the Act and Regulation D promulgated thereunder; (vi) To the best knowledge of such counsel, after due investigation, neither the execution and delivery of this Agreement and the Warrants, nor compliance with the terms hereof, nor the consummation of the transactions herein contemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or Bylaws of the Company, or any material contract, instrument or document to which the Company is a party, or by which it or any of its properties is bound or violate any applicable law, rule, regulation, judgment, order or decree of any governmental agency or court having jurisdiction over the Company or any of its properties or business; (vii) to the best knowledge of such counsel, there has not been are no claims, actions, suits, investigations or proceedings before or by any material adverse change in arbitrator, court, governmental authority or instrumentality pending or threatened against or affecting the Company or involving the properties of the Company which might materially and adversely affect the business, management, results of operations, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Memorandum or Subscription Documents; and (viii) such counsel has participated in the preparation of the Company Documents and its subsidiariesnothing has come to the attention of such counsel to cause them to have reason to believe that the Company Documents contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (b) If there is more than one Closing, taken then at each such Closing there shall be delivered to the Placement Agent updated opinions, certificates or other information described in this Section 10. (c) On or prior to or following the Closing Date, as a whole. No injunctionthe case may be, restraining order or order of any nature by a Federal or state court of competent jurisdiction the Placement Agent shall have been issued furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (d) At the initial Closing, the Placement Agent shall have received documentation satisfactory to the Placement Agent memorializing the rights described in Section 3(e) hereof relating to the Board Observer. (e) At the initial Closing, the Placement Agent shall have received documentation satisfactory to the Placement Agent memorializing the extension of loan maturities on the indebtedness of the Company held by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ as described in Section 9(f) hereof. (f) At the initial Closing, the Placement Agent shall have received "lock-up" agreements, in the form to be agreed upon by the Company and the Placement Agent, duly executed by each director, officer and holder of ten percent (10%) or more of the Company's Common Stock as of the Closing, which "lock-up" agreement shall provide that such persons shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities of the Company (or instruments exercisable into securities of the Company) for a period of twelve (12) months from the Closing Date. (g) To the extent applicable as of any Closing, the Placement Agent shall have received documentation satisfactory to the Placement Agent memorializing the repayment of $250,000 of the indebtedness of the Company held by Columbus Nova as described in Section 9(e) hereof. (h) At each Closing, the Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable, as of the Closing Date that would prevent or the offer or sale date of such Closing, to the effect that, as of the Warrantdate of this Agreement and as of the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed. (bi) The Selling Security Holder All proceedings taken in connection with the issuance, sale and delivery of the Units and the Unit Purchase Option shall be reasonably satisfactory in form and substance to the Placement Agent shall have determined the Clearing Price in writingand its counsel. (cj) At Any certificate or other document signed by any officer of the Closing, Company and delivered to the Warrant Placement Agent and its counsel as required hereunder shall be reissued in the name of the Winning Bidder (or in such other name as may be directed deemed a representation and warranty by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject Company hereunder as to notice of issuance, on the Exchangestatements made therein. If any of condition to the conditions hereinabove provided for in this Section 6 shall Placement Agent's obligations hereunder have not have been fulfilled as and when and as required by this Agreement to be so fulfilled, the obligations of Placement Agent may terminate this Agreement or, if the Placement Agent hereunder may be terminated by so elects, in writing waive any such conditions which have not been fulfilled or extended the time for their fulfillment. In the event that Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior elects to the Closing Date. In such eventterminate this Agreement, the Selling Security Holder, the Company and the Placement Agent shall not be under notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to each the other (except to the extent as provided in Sections 5 and 8 Section 11 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject pursuant to this Agreement shall be subject, in its discretion, to the accuracy, as of each Applicable Time and the Closing Date, 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 or otherwise at any closing (including, without limitation, all Subscription Documents and the Selling Security Holder contained hereinMemorandum), as of the date hereof and as of the Initial Closing Date or the date of any closing subsequent to the Initial Closing Date, to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder hereunder, and to the following additional conditions: (a) No suspension of At the qualification of Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall have received certificates for offering or sale the Shares sold to the Investors in any jurisdictionthe Placement, or of duly executed and made out in the initiation or threatening of any proceedings for any name of such purposes, shall have occurred. The Time Investors for the amount of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the WarrantShares purchased. (b) The Selling Security Holder At the Initial Closing and each Subsequent Closing, the Placement Agent shall have determined received warrant certificates for the Clearing Price Warrants sold to the Investors in writingthe Placement, duly executed and made out in the name of such Investors for the amount of Warrant Shares which may be received upon the exercise thereof. (c) At the Initial Closing and each Subsequent Closing, the Warrant Placement Agent shall be reissued have received warrant certificates for the Placement Agent Warrants, duly executed and made out in the name of the Winning Bidder (or in such other name as Placement Agent for the amount of Placement Agent Warrant Shares which may be directed by received upon the Winning Bidder).exercise thereof (d) The Warrant Shares have been approved for listingAt the Initial Closing and each Subsequent Closing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall have received the applicable fees payable to the Placement Agent as described in Section 3 hereof. (e) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion of Blank Rome, LLP, as counsel for the Company, in the form and substance customary for transactions such as the placement and reasonably satisfactory to the Placement Agent. (f) At the Initial Closing and each Subsequent Closing, the Placement Agent shall have received the favorable opinion of intellectual property counsel for the Company with respect to the intellectual property rights of the Company and other related matters as the Placement Agent may require. (g) At each Closing, the Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing: (i) to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company contained herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed, and (ii) with respect to the incumbency of the officers of the Company executing the documentation delivered at such Closing. (h) At each Closing, the Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the charter, by-laws, good standing in their respective states of incorporation and board resolutions relating to the Placement of, as applicable, the Company. (i) All proceedings taken in connection with the issuance, sale and delivery of the Securities shall be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (j) On or prior to or following the Initial Closing Date or the date of any Subsequent Closing, as the case may be, the Placement Agent shall have been furnished with: (i) such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties, covenants, agreements or conditions herein contained, and (ii) such other closing documentation as may be required in order to affect the applicable Closing or as the Placement Agent may otherwise reasonably request. (k) Any certificate or other document signed by any officer of the Company and delivered to the Placement Agent and its counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to the Placement Agent’s obligations hereunder have not been fulfilled as and when required to be under so fulfilled, the Placement Agent may terminate this Agreement or, if the Placement Agent so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that Placement Agent elects to terminate this Agreement, Placement Agent shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability nor obligation to the other except as provided in Section 11 hereof. (l) If there is more than one Closing, then at each other (except such Closing there shall be delivered to the extent provided Placement Agent updated opinions, certificates or other information described in Sections 5 and 8 hereof)this Section 10.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder under this Agreement are subject to the accuracy, continuing accuracy of the representations of the Company herein as of each Applicable Time the date hereof and as of the Closing Date as if they had been made on and as of the Closing Date, ; the accuracy on and as of the representations and warranties Closing Date of the statements of officers of the Company and made pursuant to the Selling Security Holder contained herein, and to provisions hereof; the performance by the Company on and as of the Selling Security Holder Closing Date of their respective its covenants and obligations hereunder agreements hereunder; and to the following additional conditions: (a) No suspension If the Company has elected to rely on Rule 430A under the Act, the Registration Statement shall have been declared effective, and the Prospectus (containing the information omitted pursuant to Rule 430A) shall have been filed with the Commission not later than the Commission's close of business on the qualification of second business day following the Warrant for offering date hereof or sale such later time and date to which the Placement Agent shall have consented; if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than 11:00 A.M., New York time, on the date hereof or such later time and date to which the Placement Agent shall have consented; if required, in any jurisdiction, or of the initiation or threatening case of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all changes in or amendments or supplements to the Prospectus in addition to those contemplated above, the Company shall have filed such Prospectus as amended or supplemented with the Commission in the manner and within the time period required by Rule 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Placement Agent, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Placement Agent shall not have advised the Company that the Registration Statement, or any amendment thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact which, in the Placement Agent's opinion, is material, or omit omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Placement Agent's opinion, is material, or omits to state a fact which, in the Placement Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (bc) The Selling Security Holder and On or prior to the Closing Date, the Placement Agent shall have determined received from counsel to the Clearing Price in writing. (c) At Placement Agent, such opinion or opinions with respect to the Closingissuance and sale of the Shares, the Warrant shall be reissued in Registration Statement and the name of the Winning Bidder (or in Prospectus and such other name related matters as the Placement Agent reasonably may be directed by the Winning Bidder)request and such counsel shall have received such documents and other information as they request to enable them to pass upon such matters. (d) The Warrant Shares On the Closing Date, the Placement Agent shall have received the opinion, dated the Closing Date, of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Company ("Company Counsel"), and (ii) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and Crew, patent counsel to the Company ("Patent Counsel"), in the forms attached hereto as Exhibit A and Exhibit B, respectively. (e) On or prior to the Closing Date, counsel to the Placement Agent shall have been approved for listingfurnished such documents, subject certificates and opinions as they may reasonably require in order to notice evidence the accuracy, completeness or satisfaction of issuance, on the Exchange. If any of the representations or warranties of the Company or conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by herein contained. (f) At the time that this Agreement to be fulfilled, is executed by the obligations of Company the Placement Agent hereunder may be terminated shall have received from PricewaterhouseCoopers LLP a letter as of the date this Agreement is executed by the Company in form and substance satisfactory to the Placement Agent by notifying (the "Original Letter"), and on the Closing Date the Placement Agent shall have received from such firm a letter dated the Closing Date stating that, as of a specified date not earlier than five (5) days prior to the Closing Date, nothing has come to the attention of such firm to suggest that the statements made in the Original Letter are not true and correct. The letter shall not disclose any change, or any development involving a prospective change, in or affecting the business or properties of the Company which, in the Placement Agent reasonable judgment, makes it impracticable or inadvisable to proceed with the offering of the Shares as contemplated by the Prospectus. (g) On the Closing Date, the Placement Agent shall have received a certificate, dated the Closing Date, of the principal executive officer and the Selling Security Holder principal financial or accounting officer of the Company to the effect that each of such termination persons has carefully examined the Registration Statement and the Prospectus and any amendments or supplements thereto and this Agreement, and that: (i) The representations and warranties of the Company in writing this Agreement are true and correct, as if made on and as of the Closing Date, and the Company has complied with all agreements and covenants and satisfied all conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Closing Date. In such event; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, the Selling Security Holderand no proceedings for that purpose have been instituted or are pending or, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 best knowledge of each of such persons are contemplated or threatened under the Act and 8 hereof).any and all filings required by Rule 424 and Rule 430A have been timely made; (iii) The Registration Statement and Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and neither the Registration Statement nor any amendment thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and neither the Prospectus (or any supplement thereto) or any Preliminary Prospectus includes or included any untrue statement of a material fact or omits or omitted to state

Conditions of the Placement Agent’s Obligations. The Placement Agent's obligations to act as Placement Agent of the Placement Agent Units offered by the Selling Shareholder hereunder are and to find purchasers for the Units shall be subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties on the part of the Company and Selling Shareholder herein contained, to the fulfillment of or compliance by the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective Shareholder with all covenants and obligations hereunder conditions hereof, and to the following additional conditions: 10.1 Counsel to the Placement Agent shall not have objected in writing or shall not have failed to give his consent to the Prospectus (a) No suspension of which objection or failure to give consent shall not have been done unreasonably). 10.2 The Placement Agent shall not have disclosed to the qualification of Selling Shareholder that the Warrant for offering or sale in any jurisdictionProspectus, or of the initiation any amendment thereof or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements supplement thereto, or modifications thereof, if any, shall not contain contains an untrue statement of material fact fact, which, in the opinion of counsel to the Placement Agent, is material, or omit omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein, or is necessary to make the statements therein, in the light of under the circumstances under in which they are were made, not misleading. 10.3 Between the date hereof and the Closing Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or any other cause of such character as would materially adversely affect its business or property considered as an entire entity, whether or not such loss is covered by insurance. 10.4 Except as set forth in the Prospectus, during the time period between the date hereof and the initial Closing Date, there shall be no litigation instituted or threatened against the Company, and there shall be no proceeding instituted or threatened against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely effect the business, franchises, license, permits, operations or financial condition or income of the Company considered as an entity. Since Capstone Partners, L.C. Copywrite 2000 1.1 - 10 10.5 Except as contemplated herein or as set forth in the Prospectus, during the period subsequent to the most recent financial statements contained in the Prospectus, if any, and prior to the initial Closing Date, the Company (i) shall have conducted its business in all material respects in the usual and ordinary manner as the same is being conducted as of the date hereof and (ii) except in the ordinary course of business, the Company shall not have incurred any liabilities or obligations (direct or contingent) or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise. At the Closing Date, the equity account of the Company shall be substantially the same as reflected in the most recent balance sheet contained in the Prospectus and without considering the proceeds from the sale of the Units other than as may be set forth in the Prospectus. 10.6 The authorization of the Units, Common Stock and Warrants for transfer by the Selling Shareholder and all proceedings and other legal matters hereto and to this Agreement shall be reasonably satisfactory in all material respects matters to the Placement Agent or counsel to the Placement Agent, who shall have furnished the Placement Agent on the Closing Date with such favorable opinion with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement as the Placement Agent may reasonably require, and the Selling Shareholder shall have furnished such counsel such documents as he may have requested to enable him to pass upon the matters referred to in this subparagraph. 10.7 The Selling Shareholder shall have furnished to the Commission as an Exhibit to the Registration Statement, with a true and correct copy to the Placement Agent, an opinion of counsel, dated the effective date of the Registration Statement, addressed to the Placement Agent, from counsel to the Selling Shareholder, as required by the Act, in substantially the form attached to the Registration Statement as an Exhibit. 10.8 The Selling Shareholder shall have furnished to the Placement Agent a due diligence certificate signed by the Selling Shareholder, dated as of the Effective Date of the Registration Statement, to the effect that: (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct in all material respects at and as of the Closing Date (other than representations and warranties which by their terms are specifically limited to a date other than the Closing Date), and the Selling Shareholder has complied with all the agreements and has satisfied all the conditions on his part to be performed or satisfied at or prior to the Closing Date; (ii) the Selling Shareholder has carefully examined the Prospectus, and any amendments and supplements thereto, and, to the best of his knowledge, all statements contained in the Prospectus, and any amendments and supplements thereto, are true and correct, and neither the Prospectus, nor any amendment or supplement thereto, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein under the circumstances in which they were made not misleading, and since the date hereof, there has occurred no event required to Capstone Partners, L.C. Copywrite 2000 1.1 - 11 be set forth in an amended or supplemented Prospectus, which has not been set forth; except as set forth in the Prospectus, since the respective dates as of which the periods for which the information is given in the Time Prospectus and prior to the date of Sale Informationsuch certificate, and except as otherwise publicly disclosed, (a) there has not been any material adverse change change, financial and otherwise, in or affecting the business, management, results affairs of operations, or financial condition of the Company Company, and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued except as disclosed in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security HolderProspectus, the Company has not incurred any material liabilities, direct or contingent or entered into any material transactions, otherwise than in the ordinary course of business; and (iii) the Selling Shareholder has provided true and the correct copies of all documents in his possession or which he could obtain that were requested by Placement Agent shall not be under pursuant to any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)due diligence inquiry.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to each of the accuracyfollowing terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement. (b) No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Placement Agent. If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agent of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. If the Company has elected to rely upon Rule 434, a term sheet shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(d) shall in all material respects be true and correct when made and on and as of each Applicable Time the Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before the Closing Date. (d) The Placement Agent shall have received on the Closing Date a certificate, addressed to the Placement Agent and dated the Closing Date, of the representations chief executive officer and warranties the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of the Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement and the Selling Security Holder contained hereinProspectus and, in their opinion (A) as of the Effective Date, the Registration Statement did not, and to performance by as of its date, the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in Prospectus did not, include any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise publicly disclosed, there has not been any material adverse change in required an amendment to the Registration Statement or affecting the business, management, results of operations, or financial condition Prospectus; and (iv) no stop order suspending the effectiveness of the Company and its subsidiariesRegistration Statement has been issued and, taken as a whole. No injunctionto their knowledge, restraining order no proceedings for that purpose have been instituted or order of any nature by a Federal or state court of competent jurisdiction are pending under the Securities Act. (e) The Placement Agent shall have been issued as of received, at the time this Agreement is executed and on the Closing Date that would prevent a signed letter from Deloitte & Touche LLP addressed to the offer or Placement Agent and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Placement Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) The Placement Agent shall have received on the Closing Date from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, an opinion, addressed to the Placement Agent and dated the Closing Date, stating in effect the matters set forth on Exhibit C attached hereto. (g) All proceedings taken in connection with the sale of the Warrant. (b) The Selling Security Holder Units as herein contemplated shall be reasonably satisfactory in form and substance to the Placement Agent, and the Placement Agent shall have determined received from ▇▇▇▇▇▇ Godward LLP, a favorable opinion, addressed to the Clearing Price Placement Agent and dated the Closing Date, covering such matters as are customarily covered in writingtransactions of this type, and the Company shall have furnished to ▇▇▇▇▇▇ Godward LLP such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (ch) At the Closing, the Warrant The Placement Agent shall be reissued in the name have received copies of the Winning Bidder (or in such other name as may be directed Lock-up Agreements executed by the Winning Bidder)each person listed on Schedule II hereto. (di) The Warrant Shares shall have been approved for listingquotation on the Nasdaq National Market, subject only to notice official Notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 Issuance. (j) The Company shall not have been fulfilled when and as required by this Agreement furnished or caused to be fulfilled, the obligations of furnished to the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at further certificates or prior to the Closing Date. In such event, the Selling Security Holder, the Company and documents as the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof)have reasonably requested.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder hereunder, and the Closing of the sale of the Shares, are subject to the accuracy, as of each Applicable Time the date hereof and at the Closing Date, of the representations and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or the Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Placement Agent’s satisfaction. (b) The Shares shall be qualified for listing on the NASDAQ Capital Market. (c) The Company shall have entered into Subscription Agreements with each of the Purchasers and all amendments such agreements shall be in full force and effect. (d) FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or supplements the transactions contemplated thereby. (e) The Placement Agent shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or modifications thereofany Issuer Free Writing Prospectus, if any, shall not contain contains an untrue statement of material fact which, in the Placement Agent’s reasonable opinion, is material, or omit omits to state a fact which, in the Placement Agent’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (f) On the Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letter of Sichenzia R▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the light Placement Agent. (g) On the Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letter of Ropes & G▇▇▇ LLP, as intellectual property counsel for the Company dated the Closing Date, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (h) On the Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letter of B▇▇▇▇▇▇▇ I▇▇▇▇▇▇▇▇ & R▇▇▇▇▇ PC, as regulatory counsel for the Company dated the Closing Date, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (i) On the Closing Date, there shall have been furnished to the Placement Agent the negative assurance letter of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Placement Agent, dated the Closing Date, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (j) The Placement Agent shall have received a letter of EisnerAmper LLP on the date hereof and on the Closing Date, addressed to the Placement Agent, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Placement Agent. (k) On the Closing Date, there shall have been furnished to the Placement Agent a certificate, dated the Closing Date, and except addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as otherwise publicly disclosedofficers of the Company, there has not been any material adverse change in or affecting to the business, management, results of operations, or financial condition effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued if made at and as of the Closing Date that would prevent Date, and the offer Company has complied with all the agreements and satisfied all the conditions on its part to be performed or sale satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the WarrantRegistration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (bl) The Selling Security Holder and On or before the date hereof, the Placement Agent shall have determined received duly executed “lock-up” agreements, in a form set forth on Schedule IV, among the Clearing Price Placement Agent and each of the individuals specified in writingSchedule V. (m) On the Closing Date, there shall have been furnished to the Placement Agent a certificate, dated the Closing Date, and addressed to the Placement Agent, signed by the chief financial officer of the Company, in form and substance satisfactory to the Placement Agent. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (dn) The Warrant Shares Company shall have been approved for listingfurnished to the Placement Agent and its counsel such additional documents, subject to notice of issuance, on certificates and evidence as the ExchangePlacement Agent or its counsel may have reasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the Closing Date. In , and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 5(a)(viii), the Company Section 7 and the Placement Agent Section 8 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder hereunder, and the Closing of the sale of the Securities, are subject to the accuracy, as of each Applicable Time the date hereof, and at the Closing Date, of the representations and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Security Holder contained herein, and to the performance by the Company and the Selling Security Holder of their respective covenants and its obligations hereunder and to the following additional conditions: (a) No suspension If filing of the qualification Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Warrant for offering Registration Statement or sale in any jurisdictionpart thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or the Placement Agent for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Placement Agent’s satisfaction. (b) The Offered Shares and all amendments Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect. (d) FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or supplements the transactions contemplated thereby. (e) The Placement Agent shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or modifications thereofany Issuer Free Writing Prospectus, if any, shall not contain contains an untrue statement of material fact which, in such the Placement Agent’s reasonable opinion, is material, or omit omits to state a fact which, in such the Placement Agent’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements thereintherein not misleading. (f) On the Closing Date, there shall have been furnished to the Placement Agent the opinion and negative assurance letter of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇, LLP, corporate counsel for the Company, dated the Closing Date, as applicable, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the light Placement Agent. (g) On the Closing Date, there shall have been furnished to the Placement Agent the opinion of M▇▇▇▇▇▇▇ ▇▇▇▇▇, intellectual property counsel to the Company, dated the Closing Date, as applicable, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (h) On the Closing Date, there shall have been furnished to the Placement Agent the negative assurance letter of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Placement Agent, dated the Closing Date, and addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent. (i) The Placement Agent shall have received a letter of BDO USA, LLP. on the date hereof and on the Closing Date, addressed to the Placement Agent, confirming that they are independent public accountants within the meaning of the circumstances Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under which they are madeRule 2-01 of Regulation S-X of the Commission, not misleading. Since and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale InformationDisclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Placement Agent. (j) On the Closing Date, there shall have been furnished to the Placement Agent, a certificate, dated the Closing Date, and except addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as otherwise publicly disclosedofficers of the Company, there has not been any material adverse change in or affecting to the business, management, results of operations, or financial condition effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued if made at and as of the Closing Date that would prevent Date, and the offer Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or sale satisfied at or prior to the Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the WarrantRegistration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date, as applicable. (bk) The Selling Security Holder and On or before the date hereof, the Placement Agent shall have determined received duly executed “lock-up” agreements, in the Clearing Price form set forth on Schedule IV, among the Placement Agent and each of the parties specified in writing.Schedule V. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (dl) The Warrant Shares Company shall have been approved for listingfurnished to the Placement Agent and their counsel such additional documents, subject to notice of issuance, on certificates and evidence as the ExchangePlacement Agent or their counsel may have reasonably requested. If any of the conditions hereinabove provided for condition specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder this Agreement may be terminated by the Placement Agent by notifying notice to the Company and the Selling Security Holder of such termination in writing at any time at or prior to the Closing Date. In , as applicable, and such eventtermination shall be without liability of any party to any other party, the Selling Security Holderexcept that Section 5(a)(viii), the Company Section 7 and the Placement Agent Section 8 shall not be under survive any obligation to each other (except to the extent provided such termination and remain in Sections 5 full force and 8 hereof)effect.