Notwithstanding anything herein to the contrary, the Company is not obligated to appoint any Nominee to serve on the Board or cause to be nominated for election to the Board or recommend to the stockholders the election of any Nominee: # who fails to submit to the Company on a timely basis such questionnaires as the Company may reasonably require of its directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws; or # if the Board or the Nominating Committee (if any) determines in good faith, after consultation with outside legal counsel, that # such action would constitute a breach of its fiduciary duties or applicable law or violate the Company’s Articles of Incorporation or By-Laws; or # such Nominee would not be qualified under any applicable law, rule or regulation to serve as a Director of the Company; provided, however, that upon the occurrence of either [(i) or (ii) above], the Company shall promptly notify the Investor of the occurrence of such event and permit the Investor to provide an alternate Nominee sufficiently in advance of any Board action, the meetings of the stockholders called or written action of stockholders with respect to such election of nominees and the Company shall use commercially reasonable efforts to perform its obligations under Section 1 with respect to such alternate Nominee (provided that if the Company provides at least 45 days advance notice of the occurrence of any such event such alternative nominee must be designated by the Investor not less than 30 days in advance of any Board action, notice of meeting of the stockholders or written action of stockholders with respect to such election of nominees), and in no event shall the Company be obligated to postpone, reschedule, or delay any scheduled meeting of the stockholders with respect to such election of Nominees.

Additional Conditions to Obligations of Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are also subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions.

Operating Company Obligations. The Operating Company hereby agrees that # it shall introduce and maintain appropriate control systems to protect the Information; and # subject to Section 5(c), it shall not Disclose Information other than as permitted in accordance with this Agreement.

Obligations of Company. The Company must use its reasonable efforts:

Additional Conditions to Obligations of the Company. Section 6.2(k) of the Original Agreement is hereby amended as follows: The text “three million dollars ($3,000,000)” in Section 6.2(k) of the Original Agreement is hereby deleted and the text “two million seven hundred eight thousand two hundred thirteen dollars and thirty-six cents ($2,708,213.36)” is inserted therefor.

Conditions Precedent to Obligations of the Company. Following delivery by the Company of an Additional Closing Notice to the Purchaser, the obligation of the Company to consummate the sale of Additional Closing Purchase Securities at any Additional Closing shall be subject to the following conditions, any of which conditions may be waived in writing by Parent or the Company in its sole discretion:

Conditions to Parties’ Obligations. The obligations of Purchaser and Sellers under this Agreement are subject to satisfaction of the following conditions precedent on or before the Closing Date, any one or more of which may be waived (but only in writing) by Purchaser and Sellers:

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Shares and Warrant to be issued to the Investor at the Closing is subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:

Conditions to Obligations of Buyer Parties. In addition to the conditions specified in Section 6.1, the obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by Parent) of the following conditions:

Conditions. If Tenant exercises an Extension Option pursuant to Paragraph 3.3.2, all of the terms, covenants and conditions of this Lease shall continue in full force and effect during the applicable Extension Term, including provisions regarding payment of Additional Rent, which shall remain payable on the terms herein set forth, except that # the Base Rent during an Extension Term shall be as determined in accordance with Paragraph 3.3.4, # Tenant shall continue to possess and occupy the Premises in their existing condition, “as is,” as of the commencement of such Extension Term, and, subject to and without limiting Landlord’s repair, maintenance and other obligations under this Lease, Landlord shall have no obligation to repair, remodel, improve or alter the Premises, to perform any other construction or other work of improvement upon the Premises, or to provide Tenant with any construction or refurbishing allowance whatsoever, and # Tenant shall have no further rights to extend the Term after the expiration of the second Extension Term.