Common use of Conditions to Investor’s Obligation to Purchase Clause in Contracts

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's hereunder to purchase the Preferred Shares and the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, of each of the following conditions, provided that these conditions are for Investor's sole benefit and may be waived by Investor at any time in its sole discretion: a. The Company shall have executed the Warrant and the Registration Rights Agreement and delivered the same to Investor. b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second Closing. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second Closing, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor shall have received an opinion of the Company's counsel, dated as of each of the First Closing and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's Investor hereunder to purchase the Preferred Shares and Securities at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at on or before each of the First Closing and Second ClosingDate, of each of the following conditions, provided that these conditions are for Investor's ’s sole benefit and may be waived by Investor at any time in its sole discretion: a. The Company : Borrower shall have executed this Agreement, the Note and the Warrant and the Registration Rights Agreement and delivered the same to Investor. b. The Company . Bxxxxxxx’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor. Borrower shall have delivered to Investor duly a fully executed certificates (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered Irrevocable Instructions to Investor. d. The Irrevocable Transfer Agent Instructions, (the “TA Letter”) substantially in the form attached hereto as Exhibit C acknowledged and substance satisfactory agreed to the Investor, shall have been delivered to and acknowledged in writing by Bxxxxxxx’s transfer agent (the Company's “Transfer Agent. e. ”). Borrower shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit B(1) to the Note, evidencing Borrower’s approval of the Transaction Documents. Borrower shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Bxxxxxxx and shall have met all requirements in the Transaction Documents. The representations and warranties of the Company Borrower shall be true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company Borrower shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company Borrower at or prior to each of the First Closing and Second ClosingDate. The Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the CompanyBorrower, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor including, but not limited to certificates with respect to the Company's Borrower’s Certificate of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. f. . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-self- regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor . No event shall have received an opinion occurred which could reasonably be expected to have a Material Adverse Effect on the Borrower including but not limited to a change in the 1934 Act reporting status of the Company's counsel, dated as of each Borrower or the failure of the First Closing and Second Closing, Borrower to be timely in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR its 1934 Act shall have expired or early termination reporting obligations. The Conversion Shares shall have been grantedauthorized for listing on NASDAQ and trading in the Ordinary Shares on NASDAQ shall not have been suspended by the SEC or NASDAQ.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ Company ----------------------------------------------- understands that the Investors' obligation of Investor's hereunder to purchase the Preferred Stock, the New Common Shares and the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at satisfaction (or before each of written waiver) on the First Closing and Second ClosingDate, of each of the following conditions, provided that these conditions are for Investor's sole benefit and may be waived by Investor at any time in its sole discretion: a. The (i) delivery by the Company shall have executed the Warrant and the Registration Rights of a copy of this Agreement and delivered each Exhibit annexed hereto to which it is a party (substantially in the same to Investor. b. The Company shall have delivered to Investor form annexed hereto), in each case executed by a duly executed certificates (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each authorized officer of the First Closing and Second Closing in accordance with Section 1(bCompany; (ii) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The all representations and warranties of the Company contained herein shall be remain true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing as though made at such time Date; (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such dateiii) and the Company shall have performedobtained all permits and qualifications required by any state for the offer and sale of the Preferred Stock, satisfied the New Common Shares and complied the Warrants, or shall have the availability of exemptions therefrom; (iv) the sale and issuance of the Preferred Stock and the New Common Shares, and the proposed issuance of the Additional Shares, the Underlying Shares, the Warrants and the Warrant Shares shall be legally permitted by all laws and regulations to which the Investors and the Company are subject, and all duly executed Exhibits hereto for the sale of the Securities; (v) delivery of the original Preferred Stock, the New Common Shares and the Warrants as described herein; (vi) receipt by the Investors of an opinion of counsel of the Company as set forth in all material respects Exhibit E attached hereto; (vii) receipt by the Investors of executed instructions to the Transfer Agent as set forth in Exhibit F annexed hereto; (viii) written proof that the Certificate of Designation has been filed with the covenantsSecretary of State of the State of Minnesota, agreements and conditions required by remains in full force and effect as of the Closing Date; (ix) the Company shall not be in default of any material covenant representation, and/or warranty contained in this Agreement to be performed, satisfied or complied with any Exhibit annexed hereto; and (x) payment of all fees by the Company at or prior to each of as set forth in Section 12.7 below and the First Closing and Second Closing. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second Closing, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Escrow Agreement. g. Investor shall have received an opinion of the Company's counsel, dated as of each of the First Closing and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's the Investor hereunder to purchase the Preferred Shares and Stock at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second ClosingDate, of each of the following conditions, provided that these conditions are for Investor's sole benefit and may be waived by the Investor at any time in its sole discretion:. a. (i) The Company shall have executed the Warrant and the Registration Rights Agreement in substantially the form of Exhibit B hereto, and delivered the same to the Investor.; b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall requestii) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation Determination shall have been accepted for filing filed with the Secretary of State of the State of DelawareCalifornia, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, ; (iii) The Common Stock shall be authorized for quotation on the Nasdaq National Market and trading in the Common Stock shall not have been delivered to and acknowledged in writing suspended by the Company's Transfer Agent.SEC or the Nasdaq Stock Market, Inc.; e. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of each of the First Closing and Second Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. The Investor shall have received a certificate or certificatescertificate, executed by the chief executive officer or chief financial officer President of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby.Investor; f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. (v) The Investor shall have received an the opinion of the Company's counsel, counsel dated as of each of the First Closing and Second ClosingDate, in form, scope and substance reasonably satisfactory to Investor.the Investor and in substantially the form of Exhibit C attached hereto; h. (vi) The Company shall have executed and delivered to the Investor the stock certificates (in such denominations as the Investor shall request) for the shares of Preferred Stock being purchased by the Investor at the Closing; (vii) The Company shall have received an officerreserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series C Preferred Shares, 250,000 shares of Common Stock; (viii) The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in California issued by the Secretary of State of such state as of a date within 15 days of the Closing; (ix) The Company shall have delivered to the Investor a secretary's certificate described in Section 3(ccertifying as to (a) abovethe resolutions, dated as (b) the articles of each incorporation of the First Closing Company, and Second (c) bylaws of the Company, each as in effect at the Closing.; i. With respect (x) The Board of Directors of the Company shall have adopted resolutions in a form reasonably acceptable to the Second Closing, the waiting period under the HSR Act Investor; (xi) The Company shall have expired delivered to such Investor such other documents relating to the transactions contemplated by this Agreement as such Investor or early termination shall have been grantedits counsel may reasonably request.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's Investors hereunder to purchase the Preferred Purchased Shares and at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for Investor's such Investors’ sole benefit and may be waived by Investor such Investors at any time in its sole discretion: a. The Company shall have executed consummated the Warrant sale to Sherington Holdings LLC (“Sherington”) of Common Stock for a total purchase price of $1,581,000, and the Registration Rights issuance of warrants to the Sherington pursuant to the following terms and conditions (the “Sherington Funding”) which are more specifically defined in the securities purchase agreement (the “Sherington Purchase Agreement”) and the warrants (the “Sherington Warrants”) pursuant to which Sherington will purchase shares (the “Sherington Shares,” and collectively along with the Sherington Purchase Agreement and the Sherington Warrants, the “Sherington Investment Documents”) of the Company and obtain warrants: (i) The terms of the Sherington Funding shall be substantially the same as the terms previously described to the Investors; and (ii) Sherington has closed on $500,000 of its investment and the balance of the closing of the Sherington Funding is expected to occur shortly after the closing under this Agreement; b. The Company shall have executed this Agreement and delivered the same to InvestorInvestors. b. c. The Company shall have delivered to Investor duly executed certificates the Investors the Purchased Shares (in such denominations as Investor Investors shall request) representing and the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing Warrant in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investorsignature page. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. Investor Investors shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor Investors including, but not limited to certificates with respect to the Company's Certificate ’s Articles of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. f. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. Investor Investors shall have received an opinion (i) copies of resolutions of the Company's counsel, dated as Board of each Directors of the First Closing and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received Company duly certified by an officer's certificate described in Section 3(c) above, dated as of each authorized officer of the First Closing Company approving the transactions contemplated by this Agreement; and Second Closing. i. With respect (ii) a certificate of good standing certified by the Secretary of State of Delaware dated no more than ten (10) days prior to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granteddate of this Agreement.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's Investor hereunder to purchase the Preferred Purchased Shares and Warrant at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for such Investor's ’s sole benefit and may be waived by such Investor at any time in its sole discretion: a. The Company shall have executed the Warrant this Agreement and the Registration Rights Agreement Agreement, and delivered the same to Investor. b. The stockholder listed on Schedule 7(b) and the Company shall have executed the Voting Agreement and delivered the same to Investor. c. The Company shall have delivered to Investor duly executed certificates the Purchased Shares (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing Warrant in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's ’s Transfer Agent. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate ’s Articles of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor No event shall have received an opinion of occurred which could reasonably be expected to have a Material Adverse Effect on the Company's counsel, dated as of each of the First Closing and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an officer's ’s certificate described in Section 3(c) above, dated as of each of the First Closing and Second ClosingDate. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's hereunder the Investor to purchase the Preferred Shares and at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second ClosingDate, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: a. (a) The Company shall have executed each of the Warrant and the Registration Rights Agreement Transaction Documents and delivered the same to the Investor.; b. (b) The Company's Common Stock shall be authorized for quotation on the Principal Market and trading in Company Common Stock shall not have delivered to Investor duly executed certificates been suspended by the SEC or the Principal Market; (in such denominations as Investor shall requestc) representing the Preferred Shares and duly executed Warrants purchased at each The Articles of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation Amendment shall have been accepted for filing filed with the Secretary of State of the State of DelawareColorado, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent.; e. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second Closing. Investor Date; (e) The Company shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second Closing, delivered to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor shall have received an opinion of the Company's counsel, counsel dated as of each of the First Closing and Second ClosingDate, in form, scope and substance reasonably satisfactory to Investor.the Investor and in substantially the form of Exhibit C attached hereto; h. (f) The Company shall have executed and delivered to the Investor the Preferred Stock Certificates (in such denominations as the Investor shall have received an officer's certificate described request) for the Preferred Shares being purchased by the Investor at the Closing; (g) The Transfer Agent Instructions, in Section 3(c) abovethe form of Exhibit B attached hereto, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granteddelivered to and acknowledged in writing by the Company's transfer agent and a copy of the executed Transfer Agent Instructions shall have been delivered to the Investor; (h) The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws; (i) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, no less than the number of shares of Company Common Stock needed to provide for the issuance of the shares of Company Common Stock upon conversion of all outstanding Preferred Stock; and (j) The Company shall have delivered to the Investor Agent such other documents relating to the transactions contemplated by this Agreement as the Investor may reasonably request.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's Investor hereunder to purchase the Preferred Shares and Note at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for Investor's ’s sole benefit and may be waived by Investor at any time in its sole discretion: a. The Company (a) CLNV shall have executed the Warrant and the Registration Rights this Agreement and delivered the same to Investor. b. The Company (b) CLNV shall have delivered to Investor the duly executed certificates Note (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) 1.02 above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. (c) The representations and warranties of the Company CLNV shall be true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company CLNV shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company CLNV at or prior to each of the First Closing and Second ClosingDate. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer President of the CompanyCLNV, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor Investor, including, but not limited to to, certificates with respect to the Company's Certificate of Incorporation, By-laws and CLNV’s Board of Directors' ’ resolutions relating to the transactions contemplated hereby. f. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor (e) No event shall have received an opinion of the Company's counsel, dated as of each of the First Closing and Second Closing, in form, scope and substance occurred which could reasonably satisfactory be expected to Investorhave a Material Adverse Effect on CLNV. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's the Investor hereunder to purchase the Preferred Shares and Stock at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second ClosingDate, of each of the following conditions, provided that these conditions are for Investor's sole benefit and may be waived by the Investor at any time in its sole discretion:. a. (i) The Company shall have executed the Warrant and the Registration Rights Agreement in substantially the form of Exhibit B hereto, and delivered the same --------- to the Investor.; b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall requestii) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation Determination shall have been accepted for filing filed with the Secretary of State of the State of DelawareCalifornia, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, ; (iii) The Common Stock shall be authorized for quotation on the Nasdaq National Market and trading in the Common Stock shall not have been delivered to and acknowledged in writing suspended by the Company's Transfer Agent.SEC or the Nasdaq Stock Market, Inc.; e. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of each of the First Closing and Second Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. The Investor shall have received a certificate or certificatescertificate, executed by the chief executive officer or chief financial officer President of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby.Investor; f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. (v) The Investor shall have received an the opinion of the Company's counsel, counsel dated as of each of the First Closing and Second ClosingDate, in form, scope and substance reasonably satisfactory to Investor.the Investor and in substantially the form of Exhibit C attached hereto; --------- h. (vi) The Company shall have executed and delivered to the Investor the stock certificates (in such denominations as the Investor shall request) for the shares of Preferred Stock being purchased by the Investor at the Closing; (vii) The Company shall have received an officer's reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, 461,538 shares of Common Stock; (viii) The Company shall have delivered to the Investor a certificate described evidencing the incorporation and good standing of the Company in Section 3(c) above, dated California issued by the Secretary of State of such state as of each a date within 15 days of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.;

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's the Investor hereunder to purchase the Preferred Shares and Notes at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second ClosingDate, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by such Investor at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: a. (i) The Company shall have duly executed the Warrant and the Registration Rights Agreement and delivered to the same to Investor. b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall requesti) representing the Preferred Shares and duly executed Warrants purchased at each of the First Transaction Documents and (ii) the Notes being purchased by such Investor at the Closing and Second Closing in accordance with Section 1(b) abovepursuant to this Agreement. c. (ii) The Certificate of Designation Initial Closing shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investoroccurred. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of each of the First Initial Closing and Second Closing as though made at such time Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to each of the First Initial Closing and Second ClosingDate. The Investor shall have received a certificate or certificatescertificate, executed by the chief executive officer Chief Executive Officer or chief financial officer Chief Financial Officer of the Company, dated as of each of the First Initial Closing and Second ClosingDate, to the foregoing effect in the form attached hereto as Exhibit B. (iv) The Collateral Agent and as the Original Collateral Agent shall have executed and delivered to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Intercreditor Agreement. g. Investor shall have received an opinion of the Company's counsel, dated as of each of the First Closing and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's Investor hereunder to purchase the Preferred Purchased Shares and at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for such Investor's ’s sole benefit and may be waived by Investor at any time in its sole discretion: a. The Company shall have consummated the sale to accredited investors other than the Investor (the “Other Investors”) of Common Stock for a total purchase price of $500,000, and the issuance of warrants to the Other Investors pursuant to the following terms and conditions (the “Additional Funding”): (i) The terms of the Additional Funding shall be substantially the same as the terms set forth in this Agreement for Investor’s purchase of the Purchased Shares and the Company’s issuance of the New Warrant; (ii) The closing of the Additional Funding shall occur on the same date as, and immediately prior to, the closing under this Agreement; (iii) The Company shall provide to Investor, no less than two business days prior to the Closing Date, the identity of the Other Investors, as well as copies of the securities purchase agreements (the “Other Purchase Agreements”) and the warrants (the “Other Warrants”) pursuant to which the Other Investors will purchase shares (the “Other Shares,” and collectively along with the Other Purchase Agreements and the Other Warrants, the “Other Investment Documents”) of the Company and obtain warrants. (iv) The identity of the Other Investors and the Other Investment Documents must be in form and substance reasonably satisfactory to the Investor. For the avoidance of doubt, the Other Investment Documents will include the same number of warrants on substantially the same terms as the New Warrant. However, the Company will not issue any warrants to the Other Investor with terms similar to the Amended and Restated Warrant, nor will the Other Investors receive any security interest in the Company’s assets pursuant to the Other Investment Documents. b. The Company shall have executed the Warrant and this Agreement, the Registration Rights Amendment, and the Voting Agreement Amendment and delivered the same to Investor. b. c. The holders of no less than 60% of the voting power of the Common Stock held by the Common Holders (as defined in the Voting Agreement) shall have executed and delivered to the Investor the Voting Agreement Amendment. d. The Company shall have delivered to Investor duly executed certificates the Purchased Shares (in such denominations as Investor shall request) representing ), the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of DelawareNew Warrant, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form the Amended and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer AgentRestated Warrant. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate ’s Articles of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor No event shall have received an opinion of occurred which could reasonably be expected to have a Material Adverse Effect on the Company's counsel, dated as of each of the First Closing and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received (i) copies of resolutions of the Board of Directors of the Company duly certified by an authorized officer of the Company approving the transactions contemplated by this Agreement; (ii) a certificate of good standing certified by the Secretary of State of Delaware dated no more than three (3) days prior to the date of this Agreement; and (iii) the officer's ’s certificate described in Section 3(c) above, dated as of each of the First Closing and Second ClosingDate. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation obligations of Investor's hereunder the Investor to purchase the Preferred Shares and Units at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for Investor's the sole benefit of the Investor and may be waived by the Investor at any time in its their sole discretion: a. The Company shall have executed the Warrant and the Registration Rights Agreement and delivered the same to Investorthis Agreement. b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second Closing. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second Closing, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyDate. f. c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor d. No material undisclosed event shall have received an opinion occurred which could reasonably be expected to have a material adverse effect on the Company. e. To the reasonably satisfaction of the Company's counselInvestor, dated as of each the Company shall have closed upon the SPA Investor Agreement, or, the SPA Investor Agreement shall be entered into and all obligations of the First Closing and Second Closingparties (including the requisite obligations/consents of third parties called for therein) thereto requisite for a closing thereon, in form, scope and substance reasonably satisfactory to Investorshall be had. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. a. The ________________________________________________ obligation of Investor's Investor hereunder to purchase the Preferred First Closing Shares and the Warrants First Closing Warrant at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for such Investor's ’s sole benefit and may be waived by Investor at any time in its sole discretion: a. (i) The Company shall have executed the Warrant and delivered this Agreement and the Registration Rights Agreement First Closing Warrant and delivered the same to Investor. b. (ii) The Company shall have delivered to Investor duly executed certificates the First Closing Shares (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above). c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. (iii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. Investor shall have received a certificate or certificates, executed by the chief executive officer or and the chief financial officer of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's ’s Certificate of Incorporation, By-laws and the Company’s Board of Directors' ’ resolutions relating to the transactions contemplated herebyhereby (the “Board Resolutions”). f. (iv) The Board Resolutions shall, among other customary resolutions, reflect the resolution of the Company’s Board of Directors to (A) approve the Transaction Agreements, (B) approve the issuance of the Securities (C) appoint Lugee Li to the Board of Directors and (D) call for the Company’s Annual Meeting of the Company’s stockholders to be held no later than May 31, 2016 (in accordance with the Company’s By-Laws), which Annual Meeting shall include actions by the Company’s stockholders to (1) elect the Company’s directors including the Investor’s nominee; (2) approve the Increase; and (2) amend the Company’s Certificate of Incorporation to effectuate the Increase. (v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. (vi) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. (vii) The Company shall have caused its legal counsel, Xxxxx & Xxxxxxx LLP, to deliver a legal opinion addressed to the Investor with respect to the corporate and securities matters set forth on Exhibit D attached hereto, and its intellectual property counsel, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, to deliver legal opinions addressed to the Investor with respect to the intellectual property matters set forth on Exhibit E attached hereto. (viii) Investor shall have received an opinion (i) copies of resolutions of the Company's counsel, dated Board of Directors of the Company duly certified by an authorized officer of the Company as set forth in Section 6(a)(iv); (ii) a certificate of good standing certified for the Company and each of the Subsidiaries dated no more than three (3) days prior to the date of the First Closing Closing; and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an (iii) the officer's ’s certificate described in Section 3(c6(a)(iii) above, dated as of the Closing Date. (ix) DongGuan Eontec Co., Ltd. and the Company shall have entered into that certain Parallel License Agreement (the "Business Agreement"). b. The obligation of Investor hereunder to purchase the Second Closing Shares and the Third Closing Shares at the Second / Third Closing is subject to the satisfaction, at or before the Second / Third Closing Date of each of the following conditions, provided that these conditions are for such Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: (i) The Company shall have executed and delivered this Agreement and delivered the same to Investor. (ii) The Company shall have paid or reimbursed Investor for legal expenses out of the proceeds of the First Closing and Second Closingin the amount of $75,000. i. With respect (iii) The Company shall have delivered to Investor the Second Closing Shares and the Third Closing Shares (in such denominations as Investor shall request). (iv) The Board Resolutions and the annual meeting of the Company’s stockholders referenced in Section 6(a)(iv) shall have occurred, and the actions to be approved, confirmed and ratified at such meetings in accordance with Section 6(a)(iv) shall have been approved, confirmed and ratified by the Company’s Board and by its stockholders. (v) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of the Second / Third Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing, the waiting period under the HSR Act / Third Closing Date. Investor shall have expired received a certificate or early termination certificates, executed by the chief executive officer of the Company, dated as of the Second / Third Closing Date, to the foregoing effect and as to the Company’s Certificate of Incorporation, By-laws and the Board Resolutions. (vi) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been grantedenacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (ix) DongGuan Eontec Co., Ltd. and the Company shall have entered into the Business Agreement which will remain in full force and effect (unless terminated by DongGuan Eontec Co., Ltd. without cause as defined in such agreement or terminated by the Company for cause as defined in such agreement). (x) Investor shall have received (i) a certificate of good standing for the Company and each of the Subsidiaries dated no more than three (3) days prior to the Second / Third Closing Date; and (iii) the officer’s certificate described in Section 6(a)(iii) above, dated as of the Closing Date.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation obligations of Investor's hereunder the Investor to purchase the Preferred Shares and Units at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for Investor's the sole benefit of the Investor and may be waived by the Investor at any time in its their sole discretion: a. The Company shall have executed the Warrant and the Registration Rights Agreement and delivered the same to Investorthis Agreement. b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second Closing. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second Closing, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyDate. f. c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor d. No material undisclosed event shall have received an opinion occurred which could reasonably be expected to have a material adverse effect on the Company. e. The Company, and/or Esterna Ltd., and/or Agaian, and/or Vilbaum, and/or each of its affiliates, as the case may be, shall have entered into agreements, and/or undertaken or covenanted, to effect, to the satisfaction of the Company's counselInvestor, dated as of each its or their respective duties and/or obligations and/or covenants in furtherance of the First Closing provisions set forth in Sections 4(b), 4(c), 4(d), 4(e), and Second Closing, in form, scope and substance reasonably satisfactory to Investor4(f) of this Agreement. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. a. The ________________________________________________ obligation of Investor's Investor hereunder to purchase the Preferred First Closing Investor Shares and the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for such Investor's ’s sole benefit and may be waived by Investor at any time in its sole discretion: a. (i) The Company shall have executed the Warrant and delivered this Agreement and the Second Registration Rights Agreement Amendment and delivered the same to Investor. b. (ii) The Company shall have delivered to Investor duly executed certificates the First Closing Investor Shares (in such denominations as Investor shall request), the Second Amended and Restated Warrant and a New Investor Warrant for the purchase of 3,333,333 shares of Common Stock at an exercise price of Seventeen and One-Half Cents ($0.175) representing per share (the Preferred Shares and duly executed Warrants purchased at each of the “First Closing and Second Closing in accordance with Section 1(b) aboveWarrant”). c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. (iii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's ’s Certificate of Incorporation, By-laws and the Company’s Board of Directors' ’ resolutions relating to the transactions contemplated herebyhereby (the “Board Resolutions”). f. (iv) The Board Resolutions shall, among other customary resolutions, reflect the unanimous resolution of the Company’s Board of Directors to (A) appoint (or confirm the appointment of) Xxxx Xxxxxxx as President of the Company, to serve until his successor is duly appointed and qualified; and (B) call for the Company’s Annual Meeting of the Company’s stockholders (in accordance with the Company’s By-Laws) or provide for a written consent of stockholders in lieu of annual meeting in accordance with Delaware law, which shall include actions by the Company’s stockholders to (1) elect the Company’s directors; and (2) amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares (as such, the “Amended Certificate of Incorporation”). (v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. (vi) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. (vii) Investor shall have received an opinion (i) copies of resolutions of the Company's counsel, Board of Directors of the Company duly certified by an authorized officer of the Company approving the transactions contemplated by this Agreement; (ii) a certificate of good standing certified by the Secretary of State of Delaware dated as of each no more than three (3) days prior to the date of the First Closing Closing; and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an (iii) the officer's ’s certificate described in Section 3(c) above, dated as of the Closing Date. (viii) The Company shall have executed and delivered the Note Forbearance. b. The obligation of Investor hereunder to purchase the Second Closing Investor Shares and any Unsubscribed Other Shares at the Second Closing is subject to the satisfaction, at or before the Second Closing Date of each of the following conditions, provided that these conditions are for such Investor’s sole benefit and may be waived by Investor at any time in its sole discretion. (i) The Company shall have consummated the sale to accredited investors other than Investor (the “Other Investors”) of Other Shares for a total purchase price of at least $200,000; provided that the Other Investors may only consist of investors who participated in the Company’s July 2009 equity offering, and as such were defined as “Other Investors” in that certain Securities Purchase Agreement dated July 1, 2009, between the Company and Investor. (ii) The Company shall provide to Investor, no less than two (2) business days prior to the Closing Date, the identity of the Other Investors, as well as copies of the securities purchase agreements (the “Other Investment Documents”) pursuant to which the Other Investors will purchase such shares. (iii) The Other Investors shall be reasonably acceptable to Investor, and the Other Investment Documents must be in form and substance reasonably satisfactory to the Investor, and Company shall not have issued any warrants to the Other Investor with terms similar to the Second Amended and Restated Warrant or the Third Amended and Restated Warrant, nor will the Other Investors receive any security interest in the Company’s assets pursuant to the Other Investment Documents. (iv) The Company shall have executed this Agreement, the Third Registration Rights Amendment, and the Third Amended and Restated Warrant and delivered the same to Investor. (v) Management shall have identified and taken steps to implement a plan to reduce monthly operating costs of the Company’s London office and U.S. corporate operations by a minimum of 10%, with a target of 15%; provided that such program will not include cost- cutting in the South Africa operations. Such cost-cutting program shall have been approved by the Board and shall be in form and substance reasonably acceptable to Investor. (vi) The Company shall have paid or reimbursed Investor for travel expenses past due and owing on the First Closing and Second ClosingDate in the amount of approximately $140,000. i. With (vii) The Company shall have delivered to Investor the Second Closing Investor Shares (in such denominations as Investor shall request), any Unsubscribed Other Shares purchased in accordance herewith, a New Investor Warrant for the purchase of 6,666,667 shares of Common Stock at an Exercise Price of Seventeen and One-Half Cents ($0.175) per share (the “Second Closing Warrant”), and a New Investor Warrant for the purchase of Common Stock in an amount equal to the Unsubscribed Other Shares at an Exercise Price of Seventeen and One-Half Cents ($0.175) per share (the “Additional Warrant”). (viii) The annual meeting (or written consent in lieu of annual meeting) of the Company’s stockholders referenced in Section 6(a)(iv) shall have occurred, and the actions to be approved, confirmed and ratified at such meeting (or by written consent in lieu of annual meeting) in accordance with Section 6(a)(iv) shall have been approved, confirmed and ratified by the Company’s stockholders. (ix) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of the Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. Investor shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Second ClosingCompany’s Certificate of Incorporation, By-laws and the waiting period under the HSR Act shall have expired Board Resolutions. (x) No litigation, statute, rule, regulation, executive order, decree, ruling or early termination injunction shall have been grantedenacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (xi) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. (xii) Investor shall have received a report from Company management, in form and substance reasonably acceptable to Investor, that the Company has, since the execution of this Agreement, used best efforts to renegotiate and/or clarify the terms of the Global software license agreement, and Investor shall be satisfied, in its reasonable discretion, that there has been sufficient progress achieved with respect to such efforts. (xiii) Investor shall have received (i) a certificate of good standing certified by the Secretary of State of Delaware dated no more than three (3) days prior to the Second Closing Date; and (iii) the officer’s certificate described in Section 3(c) above, dated as of the Closing Date. (xiv) Investor shall have received an opinion of the Company’s counsel in form and substance (and from counsel) reasonably satisfactory to Investor. (xv) The Board shall have duly reserved an additional 5,400,000 shares of Common Stock to be issued upon exercise of warrants and options.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's hereunder Investor to purchase the Preferred Shares and the Warrants Investor Securities at each of the First Closing and Second Closing Closings is subject to the satisfaction, at or before each of the First Closing Date and the Second Closing, Closing Date (other than as provided below) of each of the following conditions, provided that these conditions are for Investor's ’s sole benefit and may be waived by Investor at any time in its sole discretion: a. The Company Seller shall have executed the Warrant and the Registration Rights Agreement and delivered this Agreement at or prior to the same to InvestorFirst Closing Date. b. The Company shall have delivered to Investor duly executed certificates (in such denominations as Investor shall request) representing the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The representations and warranties of the Company Seller shall be true and correct in all material respects as of the date when made and as of each of the First Closing Date and the Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company Seller at or prior to each of the First Closing Date and the Second Closing. Investor shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second Closing, to the foregoing effect and as to such other matters as may be reasonably requested by Investor including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyDate. f. c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor d. No material undisclosed event shall have received an opinion occurred which could reasonably be expected to have a material adverse effect on Seller. e. Seller shall have amended its Certificate of Incorporation through the filing of a Certificate of Amendment or Certificate of Designation to provide for the rights, preferences and powers of the Company's counsel, dated as of each of Series A Preferred Stock set forth in Exhibit A hereto at or prior to the First Closing Date. f. Seller shall have delivered to Investor copies of fully executed waivers and deferral agreements from its executives and their respective affiliates at or prior to the First Closing Date. g. Seller shall have provided Investor with evidence, reasonably satisfactory to Investor, of the termination of all existing employment agreements other than the employment agreement with Xxxx Railyan at or prior to the First Closing Date. h. Seller shall have entered into a new employment agreement with Xxxxxx Xxxxxxx, as of the Second Closing, in form, scope and substance a form reasonably satisfactory acceptable to Investor. h. Investor shall have received an officer's certificate described in Section 3(c) above, dated as of each of the First Closing and Second Closing. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions to Investor’s Obligation to Purchase. The ________________________________________________ obligation of Investor's Investors hereunder to purchase the Preferred Purchased Shares and at the Warrants at each of the First Closing and Second Closing is subject to the satisfaction, at or before each of the First Closing and Second Closing, Date of each of the following conditions, provided that these conditions are for Investor's such Investors’ sole benefit and may be waived by Investor such Investors at any time in its sole discretion: a. The Company shall have executed the Warrant and the Registration Rights this Agreement and delivered the same to InvestorInvestors. b. The Company shall have delivered to Investor duly executed certificates the Investors the Purchased Shares (in such denominations as Investor Investors shall request) representing and the Preferred Shares and duly executed Warrants purchased at each of the First Closing and Second Closing Warrant in accordance with Section 1(b) abovethe signature page. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to Investor. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of each of the First Closing and Second Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each of the First Closing and Second ClosingDate. Investor Investors shall have received a certificate or certificates, executed by the chief executive officer or chief financial officer of the Company, dated as of each of the First Closing and Second ClosingDate, to the foregoing effect and as to such other matters as may be reasonably requested by Investor Investors including, but not limited to certificates with respect to the Company's Certificate ’s Articles of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. f. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. g. Investor e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. f. Investors shall have received an opinion (i) copies of resolutions of the Company's counsel, dated as Board of each Directors of the First Closing Company duly certified by an authorized officer of the Company approving the transactions contemplated by this Agreement; (ii) a certificate of good standing certified by the Secretary of State of Delaware dated no more than three (3) days prior to the date of this Agreement; and Second Closing, in form, scope and substance reasonably satisfactory to Investor. h. Investor shall have received an (iii) the officer's ’s certificate described in Section 3(c) above, dated as of each of the First Closing and Second ClosingDate. i. With respect to the Second Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.