Conditions Precedent to Closing. In addition to those conditions precedent which are standard for similar transactions, closing of the Exchange will be subject to the following additional conditions:

Conditions Precedent; Effective Date. This Amendment shall be effective only if the Bank has received, on or before the date hereof (or such later date as the Bank may agree to in writing), each of the following, each in form and substance acceptable to the Bank:

Conditions Precedent to Forbearance. Lender shall not be obligated under this Agreement, and the terms of this Agreement shall not be binding on Lender, unless and until: # Borrower has duly executed and delivered to Lender this Agreement, together with a copy of resolution of its board of directors approving the terms and execution and delivery of this Agreement; # Lender has duly executed and delivered to Borrower this Agreement; and # Borrower has issued to Lender warrants to purchase 5,995,453 shares of common stock of Borrower, substantially in the form attached hereto as [Exhibit A] (the “Forbearance Warrant”).

Conditions Precedent to Settlement. The Parties, and each of their respective members, hereby agree to the following conditions precedent to the Settlement:

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Purchaser’s performance of its obligations set forth in Article 2.3, paragraph 2 on the Closing is subject to the satisfaction of all of the terms and conditions set forth in the following items prior to the Closing. Provided, however that, the Purchaser may waive all or part of those conditions at its discretion. Waiver of all or part of the conditions precedent by the Purchaser based on the proviso hereof shall not prevent the Purchaser from claiming for compensation or indemnification as set forth in Article 7.1, paragraph 1 or for cancellation as set forth in [Article 8.1], paragraph 2.

Conditions to ​’s Obligations. The respective obligations of ​ under this Agreement are subject to the conditions precedent that:

Conditions to Sangre Obligations. The respective obligations of the Sangre Members under this Agreement are subject to the conditions precedent that:

Conditions Precedent to the Obligations of Sellers and the

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE.