CONDITIONS TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF SHARES OF COMMON STOCK.

The Company’s obligation to issue and sell the Shares to each Investor shall be subject to the following conditions being met:

The Investor’s obligation to purchase the Shares at the Closing is subject to the fulfillment as of the Closing of the following conditions (unless waived in writing by the Investor):

The obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the following conditions:

The obligation of the Buyer to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales of Purchase Shares) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

The Company’s obligation to issue and sell the Purchased Shares at the Closing is subject to the fulfillment as of the Closing of the following conditions (unless waived in writing by the Company):

Certain Provisions Relating to the Issuance of Common Stock

Conditions to the Buyer’s Obligation to Purchase. The obligation of Buyer hereunder to purchase the Series A Shares at the Closing is subject to the satisfaction, at or before the closing date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion:

The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and subject to the conditions stated in this Agreement, shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).

Conditions to Company’s Obligations. The Company’s obligation to complete the sale and issuance of the Units and deliver the Shares and Warrants to the Purchaser, individually, at the Closing shall be subject to the following conditions to the extent not waived by the Company: