Common use of Conditions for Tranche A Completion Clause in Contracts

Conditions for Tranche A Completion. Tranche A Completion is conditional on: (a) (Audit on Chosen) the financial statements of Chosen for the year of 2006 and the period from January 1, 2007 to June 30, 2007 have been audited by the accounting firm designated by the Company in accordance with the US GAAP. (b) (Board approval) the board of directors of the Company has duly approved the Company to issue the Tranche A Shares and Tranche A Stock Options and make the Tranche A Cash Payment. (c) (Governmental Approvals) if legally required, the Subscriber has obtained all necessary governmental approvals for the subscription of the Tranche A Shares and Tranche A Stock Options and acceptance of the Tranche A Cash payment and produced the approval documents to the Company. (d) (Completion of Equity Transfer) the equity transfer under the Equity Transfer Contract has been completed. Worksoft has been registered as the sole shareholder of Chosen with the competent industrial and commercial administration and holds Chosen’s 100% equity. The persons designated by Worksoft have been registered as the directors and legal representative of Chosen with the competent industrial and commercial administration. (e) (Signing of Employment Agreement and Confidentiality & Non-competition Agreement) Li Gang (Chinese ID number: 000000000000000000), Xxx Xxxx (Chinese ID number: 1101021197205082317) and Xxxxx Bin (Chinese ID number: 000000000000000000) have entered into employment agreement and confidentiality & non-competition agreement with Chosen (collectively referred to as the “Employment Agreements”) whose term is from the date of this Agreement to July 31, 2009. (f) (Representations and Warranties) on the Tranche A Completion Date, the representations and warranties of the Subscriber under Article 10.1 of this Agreement and those of Li Gang, Xxx Xxxx and Xxxxx Bin under the Equity Transfer Contract shall be true and correct in all material respects, and the Subscriber shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or on the Tranche A Completion Date. The Parties agree that the said conditions for Tranche A Completion shall be satisfied or waived by the Company in writing prior to July 31, 2007.

Conditions for Tranche A Completion. Tranche A Completion is conditional on: (a) (Audit on ChosenWorksoft Japan Inc. for Year 2006) the financial statements of Chosen Worksoft Japan Inc. for the year of 2006 and the period from January 1, 2007 to June 30, 2007 have been audited by the accounting firm designated by the Company in accordance with the US GAAP. (b) (Shareholders’ Approval) the shareholders of the Company in respect of both ordinary shares and preferred shares has approved the Company to issue the Tranche A Shares and Tranche A Stock Options. (c) (Board approval) the board of directors of the Company has duly approved the Company to issue the Tranche A Shares and Tranche A Stock Options and make the Tranche A Cash PaymentOptions. (cd) (Governmental Approvals) if legally required, the Subscriber has obtained all necessary governmental approvals for the subscription of the Tranche A Shares and Tranche A Stock Options and acceptance of the Tranche A Cash payment and produced the approval documents to the Company. (de) (Completion of Equity Transfer) the Equity Transfer Contract has been concluded by the Company and Xxxx Xxxxxxx and the board of directors of Worksoft Japan Inc. has passed this Contract and the contemplated equity transfer matter therein; the equity transfer under the Equity Transfer Contract has been completed. Worksoft , and the Company has been registered as the sole shareholder of Chosen with the competent industrial and commercial administration registrar as the shareholder of Worksoft Japan Inc. and holds Chosen’s 10099.99% equity. The persons designated equity of Worksoft Japan Inc.; all the directors of Worksoft Japan Inc. shall be appointed by Worksoft the Company and such directors have been registered as the directors and legal representative of Chosen with the competent industrial and commercial administration.registrar of Worksoft Japan Inc. (ef) (Signing of Employment Agreement and Confidentiality & Non-competition Agreement) Li Gang Xxxx Xxxxxxx (Chinese ID number: 000000000000000000), Xxx Xxxx (Chinese ID number: 1101021197205082317number:000000000000000000) and Xxxxx Bin (Chinese ID number: 000000000000000000) have has entered into employment agreement and confidentiality & non-competition agreement with Chosen Worksoft Japan Inc. (collectively referred to as the “Employment Agreements”) whose term is from the date of this Agreement to July May 31, 20092010. (fg) (Representations and Warranties) on the Tranche A Completion Date, the representations and warranties of the Subscriber under Article 10.1 7.1 of this Agreement and those representations and warranties of Li Gang, Xxx Xxxx and Xxxxx Bin under Xxxxxxx in the Equity Transfer Contract (if any) shall be true and correct in all material respects, and the Subscriber shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or on the Tranche A Completion Date. The Parties hereby agree that the said conditions for Tranche A Completion precedent under this Article 2.3 shall be satisfied or waived by the Company in writing prior to July 31by June 15, 2007.

Conditions for Tranche A Completion. Tranche A Completion is conditional on: (a) (Audit on ChosenShanghai Solutions for Year 2006) the financial statements of Chosen Shanghai Solutions for the year of 2006 and the period from January 1, 2007 to June 30, 2007 have been audited by the accounting firm designated by the Company in accordance with the US GAAP. (b) (Shareholders’ Approval) the shareholders of the Company in respect of both ordinary shares and preferred shares has approved the Company to issue the Tranche A Shares and Tranche A Stock Options. (c) (Board approval) the board of directors of the Company has duly approved the Company to issue the Tranche A Shares and Tranche A Stock Options and make the Tranche A Cash PaymentOptions. (cd) (Governmental Approvals) if legally required, the Subscriber has obtained all necessary governmental approvals for the subscription of the Tranche A Shares and Tranche A Stock Options and acceptance of the Tranche A Cash payment and produced the approval documents to the Company. (de) (Completion Signing of Equity TransferTransfer Contract) the equity transfer under the Equity Transfer Contract has been completed. Worksoft has been registered as the sole shareholder of Chosen with the competent industrial signed by Worksoft, Zhang Jilun and commercial administration and holds Chosen’s 100% equity. The persons designated by Worksoft have been registered as the directors and legal representative of Chosen with the competent industrial and commercial administrationShi Rongbin. (ef) (Signing of Employment Agreement and Confidentiality & Non-competition Agreement) Li Gang Zhang Jilun (Chinese ID number: 000000000000000000), Xxx Xxxx (Chinese ID number: 1101021197205082317) and Xxxxx Bin Shi Rongbin (Chinese ID number: 000000000000000000) have entered into employment agreement agreements and confidentiality & non-competition agreement agreements with Chosen Shanghai Solutions (collectively referred to as the “Employment Agreements”) whose term is from the date of this Agreement to July 31April 1, 20092011. (fg) (Representations and Warranties) on On the Tranche A Completion Date, the representations and warranties of the Subscriber under Article 10.1 7.1 of this Agreement and those of Li Gang, Xxx Xxxx its representations and Xxxxx Bin under warranties in the Equity Transfer Contract shall be true and correct in all material respects, and the Subscriber shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or on the Tranche A Completion Date. The Parties agree that the said conditions for Tranche A Completion shall be satisfied or waived by the Company in writing prior to July 31, 2007.

Conditions for Tranche A Completion. Tranche A Completion is conditional on: (a) (Audit on ChosenMegainfo for Year 2006) the financial statements of Chosen Megainfo for the year of 2006 and the period from January 1, 2007 to June 30, 2007 have been audited by the accounting firm designated by the Company in accordance with the US GAAP. (b) (Shareholders’ Approval) the shareholders of the Company in respect of both ordinary shares and preferred shares has approved the Company to issue the Tranche A Shares and Tranche A Stock Options and make the Tranche A Cash Payment. (c) (Board approval) the board of directors of the Company has duly approved the Company to issue the Tranche A Shares and Tranche A Stock Options and make the Tranche A Cash Payment. (cd) (Governmental Approvals) if legally required, the Subscriber has obtained all necessary governmental approvals for the subscription of the Tranche A Shares and Tranche A Stock Options and acceptance of the Tranche A Cash payment and produced the approval documents to the Company. (de) (Completion Signing of Equity TransferExclusive Technical Development and Consulting Agreement) the equity transfer under the Equity Transfer Contract Exclusive Technical Development and Consulting Agreement has been completed. Worksoft has been registered as signed by the sole shareholder of Chosen with the competent industrial and commercial administration and holds Chosen’s 100% equity. The persons designated by Worksoft have been registered as the directors and legal representative of Chosen with the competent industrial and commercial administrationparties concerned. (ef) (Signing of Employment Agreement and Confidentiality & Non-competition Agreement) Li Gang (Chinese ID number: 000000000000000000), Xxx Xxxx (Chinese ID number: 1101021197205082317) and Xxxxx Bin Xxxx (Chinese ID number: 000000000000000000) have has entered into employment agreement and confidentiality & non-competition agreement with Chosen Megainfo (collectively referred to as the “Employment Agreements”) whose term is from the date of this Agreement to July March 31, 20092010. (fg) (Representations and Warranties) on from the date of this Agreement until the Tranche A Completion Date, the representations and warranties of the Subscriber under Article 10.1 8.1 of this Agreement and those of Li Gang, Xxx Xxxx its representations and Xxxxx Bin under warranties in the Equity Transfer Contract Exclusive Technical Development and Consulting Agreement shall be true and correct in all material respects, and the Subscriber shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or on the Tranche A Completion Date. The Parties hereby agree that the said conditions for Tranche A Completion precedent under this Article 2.3 shall be satisfied or waived by the Company in writing prior to July by April 31, 2007.