Common use of Conditions to Investment Commitment Clause in Contracts

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules), executed by the Company; (B) the Secretary’s Certificate, certifying as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation of the Company, as amended to date, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate or Articles of Incorporation, and (z) the Bylaws a copy of the Company, as amended to date’s current Bylaws; (C) the Certificate of Designations executed by the Company and filed with the Delaware Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee SharesShares shall have been delivered to Investor; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles Company’s current Certificate of Incorporation of the Company, as amended to dateIncorporation, and (z) the Bylaws of the Company, as amended to date’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; , and (2) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilitiesliabilities and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant Warrant, obligating Investor to purchase shares of Common Stock Stock, with an aggregate exercise price equal to 35.020.0% of the Maximum Placement (subject to adjustment as set forth therein) ), shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (viv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Articles of Incorporation, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations cleared for filing by the Secretary of State of Delaware; (D) the Opinion; and (E) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, by this Agreement and attaching a complete copy of, of the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any no event having a Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilitiesexcept as may be set forth in the Disclosure Schedules; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company;; and (iv) the Warrant to purchase shares of Common Investor shall have entered into Stock Loan Agreements with an aggregate exercise price equal to 35.0% lending stockholders of the Maximum Placement Company who are parties thereto (subject to adjustment each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as set forth therein) shall have been delivered to Investor; Exhibit F (v) the Company shall have issuedeach, a “Stock Loan Agreement”), and delivered to its legal counsel to be held received the Borrowed Shares (as defined in trust, the stock certificate for the Commitment Fee Shares; and (viStock Loan Agreement) any Required Approval has been obtainedpursuant thereto.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (E) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, by this Agreement and attaching a complete copy of, of the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not have been any Material Adverse Effect on no material adverse changes in the Company Company’s business prospects or financial condition since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Investor shall have entered into Stock Loan Agreements (each, a “Stock Loan Agreement”) with an aggregate exercise price equal to 35.0% lending stockholders of the Maximum Placement Company who are parties thereto (subject to adjustment each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as set forth therein) shall have been delivered to Investor; (v) the Company shall have issuedExhibit G, and delivered to its legal counsel to be held received the Borrowed Shares (as defined in trust, the stock certificate for the Commitment Fee SharesStock Loan Agreement) pursuant thereto; and (viv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate or Articles of Incorporation, and (z) the Bylaws a copy of the Company, as amended to date’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Nevada; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0for 135% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (viv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Nevada; (D) the Opinion; and (E) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documentsby this Agreement; (ii) other than for losses incurred in the ordinary course of business, there has not have been any Material Adverse Effect on no material adverse changes in the Company Company’s business prospects or financial condition since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Investor shall have entered into Stock Loan Agreements with an aggregate exercise price equal to 35.0% lending stockholders of the Maximum Placement Company who are parties thereto (subject to adjustment each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as set forth therein) shall have been delivered to Investor; Exhibit G (v) the Company shall have issuedeach, a “Stock Loan Agreement”), and delivered to its legal counsel to be held received the Borrowed Shares (as defined in trust, the stock certificate for the Commitment Fee SharesStock Loan Agreement) pursuant thereto; and (viv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company’s current Certificate of Incorporation, as amended to dateBylaws, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Designations executed by the Company and filed with the Delaware Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company Commitment Fee Shares shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Sharesbeen received by Investor; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; , (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, ’s current Certificate of Incorporation as amended to dateamended, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; and (F) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, by this Agreement and attaching a complete copy of, the Transaction Documentsform of this Agreement including exhibits; (ii) other than for losses incurred there have been no Material Adverse Changes in the ordinary course of business, there has not been any Material Adverse Effect on the Company Company’s business prospects or financial condition since the date of the last SEC Report filed by the Companybalance sheet delivered to Investor, including but not limited to incurring material liabilities;Material Liabilities; and (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate Certificate, signed by an officer of the Company, to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) Company’s counsel shall have received, in escrow, the Fee Shares and a Warrant to purchase shares of $4,050,000.00 in Common Stock with an aggregate exercise price equal to 35.0% Stock; a copy of the Maximum Placement (subject Escrow Agreement pursuant to adjustment which Company’s counsel holds this escrow is attached as set forth therein) shall have been delivered to Investor;Exhibit I; and (v) Investor shall have entered into Stock Loan Agreements with a lending stockholder of the Company shall have issuedwho is a party thereto (“Lending Stockholder”) in the form attached hereto as Exhibit H (“Stock Loan Agreement”), and delivered to its legal counsel to be held received the Borrowed Shares (as defined in trust, the stock certificate for the Commitment Fee Shares; and (viStock Loan Agreement) any Required Approval has been obtainedpursuant thereto.

Conditions to Investment Commitment. As a condition precedent to the Commitment Execution Closing, all of the following (the “Conditions to Commitment Execution Closing”) shall have been satisfied prior to or concurrently with the Company’s parties’ execution and delivery of this AgreementAgreement on the Effective Date: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (xw) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation of the Company, as amended to date, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2x) a copy of the Company’s current Articles of Incorporation, (y) a copy of the Company’s current Bylaws and (z) the incumbency of the persons executing the Transaction Documents; (C) a certified copy of the Articles of Incorporation as certified by the Secretary of State (or comparable office) of the Company’s jurisdiction of formation within five (5) days of the Effective Date; (D) a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Effective Date; (E) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within five (5) days of the Effective Date; (F) a copy of the Certificate of Designations filed with the Secretary of State (or comparable office) of the Company’s jurisdiction of formation; (G) the Commitment Opinion; (H) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with K of the SEC, Company describing the transaction transactions contemplated by, and attaching a complete copy of, the Transaction Documents; (I) the Irrevocable Transfer Agent Instructions (which instructions shall be delivered to the Transfer Agent in accordance with Section 5.1(b)); (J) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of the Effective Date; and (K) the documents, instruments and certificates specified in Section 2.2(c) (together with such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as Investor or its counsel may reasonably request); (ii) other than for losses incurred in the ordinary course of business, there has not shall have been any no Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares representations and warranties of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) Investor in this Agreement shall have been delivered to Investorbe true and correct in all material respects; (v) the Company shall have issuedobtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, the Required Approval, if necessary; (vi) the Common Stock shall be listed for trading or quoted on a Trading Market, the Company is in compliance with all requirements in order to maintain listing or quotation on its then current Trading Market (including reporting requirements under the Exchange Act, if applicable), and delivered to the Company’s knowledge there is no notice of any suspension or delisting with respect to the trading or quotation of the shares of Common Stock on the Trading Market; (vii) none of the Company or any of its legal counsel to Subsidiaries is, or will be held as a result of the Execution Closing, in trustbreach or default of any of the Transaction Documents or any Material Agreement (it being hereby acknowledged and agreed that for purposes of this paragraph (vii), the stock certificate trigger of any antidilution, price-reset or similar provisions in any outstanding warrants or other derivative securities of the Company as a result of the Execution Closing shall not be deemed a breach or default of any Material Agreement, so long as such actions do not trigger a breach or default under such Material Agreement); (viii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents; (ix) the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Commitment Fee Shares and Initial Purchase Shares, and all Warrant Shares issuable upon exercise of the Warrant; (x) the Company shall have paid all reasonable fees and expenses of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in accordance with the provisions of Section 6.1, by offset against the Initial Purchase Shares Purchase Price, or by wire transfer of immediately available funds to an account designated by ▇▇▇▇▇▇▇▇▇ Traurig on or prior to the Effective Date; and (vixi) any Required Approval has the Lock-Up Agreements shall have been obtainedexecuted and delivered.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules), executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company’s current Articles of Incorporation, as amended to dateBylaws, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Designations executed by the Company and filed with the Nevada Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares as described in the definition of “Commitment Fee Shares” in ARTICLE 1 hereof; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules), executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company’s current Articles of Incorporation, as amended to dateBylaws, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the OpinionCertificate of Designations executed by the Company and filed with the Nevada Secretary of State; (D) the Opinion (which is not required to include paragraphs 6 and 7 of Exhibit E hereto); and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares as described in the definition of “Commitment Fee Shares” in ARTICLE 1 hereof; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) a copy of the Company’s current Articles of Incorporation of the Company, as amended to date, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Designations executed by the Company and filed with the Nevada Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (viv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company, including the Disclosure Schedules; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company’s current Certificate of Incorporation, as amended to dateBylaws, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Designations executed by the Company and filed with the Delaware Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilitiesexcept as set forth in Section 4.1(aa) hereof; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares as described in the definition of “Commitment Fee Shares” in ARTICLE 1 hereof; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws a copy of the Company, as amended to date’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; , and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock Stock, with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) ), shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (viv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules), executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company, as amended to date, ’s current Certificate of Incorporation and (z) the Bylaws of the Company, as amended to dateBylaws; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; Agreement and (2) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, by this Agreement and attaching a complete copy of, of the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to InvestorRegistration Statement is current, valid and effective; (v) the Company shall Prospectus and Prospectus Supplement have issued, and been delivered to its legal counsel to be held Investor in trust, accordance with Rule 172 under the stock certificate for the Commitment Fee SharesAct; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) a copy of the Company’s current Articles of Incorporation of the Company, as amended to date, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Designations executed by the Company and filed with the Delaware Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company Commitment Fee Shares shall have issued, and been delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Sharesinto escrow; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to ----------------------------------- the Commitment Closing, all of the following (the “"Conditions to Commitment ------------------------ Closing”") shall have been satisfied prior to or concurrently with the Company’s 's ------- execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company, including the Disclosure Schedules; (B) the a Secretary’s Certificate, certifying 's Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s 's board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company's current Certificate of Incorporation, as amended to dateBylaws, and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Designations executed by the Company and filed with the Delaware Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s 's press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s 's Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilitiesexcept as set forth in Section 4.1(aa) hereof; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s 's Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0135.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares as described in the definition of "Commitment Fee Shares" in ARTICLE 1 hereof; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate or Articles of Incorporation, and (z) the Bylaws a copy of the Company, as amended to date’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject up to adjustment as set forth therein) $13,500,000.00 shall have been delivered to Investor; (v) the Company Commitment Fee Shares shall have issued, and been delivered to its legal counsel Investor in escrow pursuant to be held in trust, the stock certificate for the Commitment Fee SharesSection 2.1(e)-(g); and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; , (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion, and (E) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documentsby this Agreement; (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (viiii) any Required Approval has been obtainedInvestor shall have entered into Stock Loan Agreements with lending stockholders of the Company who are parties thereto (each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as Exhibit G (each, a “Stock Loan Agreement”), and received no less than 7,500,000 Borrowed Shares (as defined in the Stock Loan Agreement) pursuant thereto.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Nevada; (D) the Opinion; and (E) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not have been any Material Adverse Effect on no material adverse changes in the Company Company’s business prospects or financial condition since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) Investor shall have been delivered to Investorreceived the Commitment Fee and the Warrant; (v) Investor shall have entered into Stock Loan Agreements with lending stockholders of the Company shall have issuedwho are parties thereto (each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as Exhibit G (each, a “Stock Loan Agreement”), and delivered to its legal counsel to be held received the Borrowed Shares (as defined in trust, the stock certificate for the Commitment Fee SharesStock Loan Agreement) pursuant thereto; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws of the Company, as amended to date; (C) the Opinion; and (D) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (E) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, by this Agreement and attaching a complete copy of, of the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not have been any Material Adverse Effect on no material adverse changes in the Company Company’s business prospects or financial condition since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Investor shall have entered into Stock Loan Agreements with an aggregate exercise price equal to 35.0% lending stockholders of the Maximum Placement Company who are parties thereto (subject to adjustment each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as set forth thereinExhibit G (each, a “Stock Loan Agreement”), and received the Borrowed Shares (as defined in the Stock Loan Agreement) shall have been delivered to Investorpursuant thereto; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Sharesto Investor; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules), executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, and (y) the Articles of Incorporation a copy of the Company, as amended to date, ’s Charter Documents and (z) the Bylaws of the Company, as amended to dateother governing documents; (C) the Certificate of Determination executed by the Company and filed with the California Secretary of State; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; and (2F) a copy of the Company’s Current Report on Form 8-K, as filed with the SECCommission, describing the transaction contemplated by, and attaching a complete copy of, the Transaction DocumentsDocuments (all documents listed in this Section 2.2(b) are referred to herein as the “Commitment Closing Escrow Deliverables”); (ii) other than for losses incurred in the ordinary course of business, there has not been any Material Adverse Effect on the Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company;; and (iv) any Required Approval by the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) NYSE Mkt shall have been delivered to Investor; (v) the Company shall have issued, and delivered to its legal counsel to be held in trust, the stock certificate for the Commitment Fee Shares; and (vi) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement (including the Disclosure Schedules)Agreement, executed by the Company; (B) the a Secretary’s Certificate, certifying Certificate as to and attaching true, correct, and complete copies of: (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents Documents, and the transactions contemplated hereby and thereby, (y) the Articles of Incorporation a copy of the Company, as amended to date’s current Certificate of Incorporation, and (z) the Bylaws a copy of the Company, as amended to date’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (DE) a copy of (1) the Company’s press release (if any) announcing the transactions contemplated by this Agreement; , if any, and (2) a copy of the Company’s Current Report on Form 8-K, as filed with the SEC, K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there has not have been any Material Adverse Effect on no material adverse changes in the Company Company’s business prospects or financial condition since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, dated as of the Effective Date and signed by an authorized officer of the Company; (iv) the Warrant to purchase shares of Common Stock with an aggregate exercise price equal to 35.0% of the Maximum Placement (subject to adjustment as set forth therein) Investor shall have been delivered to Investorreceived the Commitment Fee and the Warrant; (v) Investor shall have entered into Stock Loan Agreements with lending stockholders of the Company shall have issuedwho are parties thereto (each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as Exhibit G (each, a “Stock Loan Agreement”), and delivered to its legal counsel to be held received the Borrowed Shares (as defined in trust, the stock certificate for the Commitment Fee SharesStock Loan Agreement) pursuant thereto; and (vi) any Required Approval has been obtained.