Common use of First Tranche Clause in Contracts

First Tranche. (i) Subject to and in reliance upon the representations and warranties set forth in Section 3 below, and the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, (1) the Company and ATG US, as applicable, shall issue and sell to Buyer, and Buyer agrees to purchase from the Company on the Closing Date, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (B) Warrants to purchase 3,250,000 shares of Common Stock of the Company (the “Initial Warrants”) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price of the Initial Promissory Note and Initial Warrants to be purchased by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local time. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer. (iii) At Closing, Buyer will pay $1,000,000 of the Initial Note Payment directly to the Company; and the remaining $1,500,000 of the Initial Note Payment will be deposited into the Escrow Account, to be immediately released and paid to the Company pursuant to the terms of the Escrow Agreement.

First Tranche. The Investors shall purchase (pro rata) an aggregate principal amount of One Million ($1,000,000) Dollars (the "First Tranche Investment Amount") principal amount of Preferred Stock on the Subscription Date upon the satisfaction of the following conditions: (i) Subject delivery into escrow by the Company of an aggregate principal amount of One Million ($1,000,000) Dollars of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit E; (ii) the Investors shall have received an opinion of counsel of the Company as set forth in this Agreement; (iii) the Investors shall have received a copy of the filed Certificate of Designation, and any amendments thereto; (iv) the Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Preferred Stock, or shall have the availability of exemptions therefrom. To the knowledge of the Company, the sale and issuance of the Preferred Stock shall be legally permitted by all laws and regulations to which the Company is subject; (v) the Company shall have performed, satisfied and complied in reliance upon all material respects with all covenants, agreements and conditions required by this Agreement and all Exhibits hereto, the representations Certificate of Designation, the Escrow Agreement, the Registration Rights Agreement and warranties the Warrants, to be performed, satisfied or complied with by the Company at or prior to the Closing Date for the first tranche of the Preferred Stock; (vi) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; (vii) since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (viii) the trading of the Common Stock is not suspended by the SEC or the Principal Market, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. The issuance of the Securities with respect to the Closing for the first tranche of the Preferred Stock shall not violate the shareholder approval requirements of the Principal Market. Except as set forth on Schedule A attached hereto, the Company shall not have been contacted by Nasdaq concerning the delisting of the Common Stock on the Principal Market, and the Company currently meets all listing requirements during the thirty (30) day period immediately preceding the Closing Date for the first tranche; and (ix) payment of fees as applicable as set forth in Section 3 12.7 below, and the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, (1) the Company and ATG US, as applicable, shall issue and sell to Buyer, and Buyer agrees to purchase from the Company on the Closing Date, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (B) Warrants to purchase 3,250,000 shares of Common Stock of the Company (the “Initial Warrants”) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price of the Initial Promissory Note and Initial Warrants to be purchased by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local time. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer. (iii) At Closing, Buyer will pay $1,000,000 of the Initial Note Payment directly to the Company; and the remaining $1,500,000 of the Initial Note Payment will be deposited into the Escrow Account, to be immediately released and paid to the Company pursuant to the terms of the Escrow Agreement.

First Tranche. On the Subscription Date, The Company will sell and the Investors will buy (i) Subject to and in the amounts set forth on Schedule A), in reliance upon the representations and warranties set forth contained in Section 3 belowthis Agreement, and upon the terms and satisfaction (or waiver) of each of the conditions set forth in Sections 6 and 7 below, that number of Initial Shares derived from dividing the First Tranche Purchase Price by the Issuance Price. The conditions precedent to the sale of the Initial Shares and Warrants are as follows: (1A) Acceptance by each of the Investors of a satisfactory Common Stock Purchase Agreement and due execution by all parties of this Agreement and the Exhibits annexed hereto; (B) Delivery into escrow by the Company of the original Initial Shares, and the original Warrants, as more fully set forth in the Escrow Agreement attached hereto; (C) All representations and warranties of the Company contained herein shall remain true and correct in all material respects as of the First Tranche Closing Date; (D) Each of the Investors shall have received an opinion of counsel substantially in the form of Exhibit D annexed hereto; and (E) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Initial Shares, and Warrants, or shall have the availability of exemptions therefrom. At the First Tranche Closing Date, the sale and issuance of the Initial Shares and Warrants shall be legally permitted by all laws and regulations to which the Company and ATG US, as applicable, shall issue and sell to Buyer, and Buyer agrees to purchase from the Company on the Closing Date, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (B) Warrants to purchase 3,250,000 shares of Common Stock each of the Company (the “Initial Warrants”) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price of the Initial Promissory Note and Initial Warrants to be purchased by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local timeInvestors are subject. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer. (iii) At Closing, Buyer will pay $1,000,000 of the Initial Note Payment directly to the Company; and the remaining $1,500,000 of the Initial Note Payment will be deposited into the Escrow Account, to be immediately released and paid to the Company pursuant to the terms of the Escrow Agreement.

First Tranche. On the Subscription Date, the Company will sell and the Investor will buy (i) Subject to and in the amounts set forth on Schedule A), in reliance upon the representations and warranties set forth contained in Section 3 belowthis Agreement, and upon the terms and satisfaction (or waiver) of each of the conditions set forth in Sections 6 and 7 below, that number of Initial Shares derived from dividing the First Tranche Purchase Price by the Issuance Price. The conditions precedent to the sale of the Initial Shares and Warrants are as follows: (1A) Acceptance by each of the Investor of a satisfactory Common Stock Purchase Agreement and due execution by all parties of this Agreement and the Exhibits annexed hereto; (B) Delivery into escrow by the Company of the original Initial Shares and the original Warrants, as more fully set forth in the Escrow Agreement; (C) All representations and warranties of the Company contained herein shall remain true and correct in all material respects as of the First Tranche Closing Date; (D) The Investor shall have received an opinion of counsel substantially in the form of Exhibit D annexed hereto; and (E) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Initial Shares, and Warrants, or shall have the availability of exemptions therefrom. At the First Tranche Closing Date, the sale and issuance of the Initial Shares and Warrants shall be legally permitted by all laws and regulations to which the Company and ATG US, as applicable, shall issue and sell to Buyer, and Buyer agrees to purchase from the Company on the Closing Date, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (B) Warrants to purchase 3,250,000 shares of Common Stock of the Company (the “Initial Warrants”) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price of the Initial Promissory Note and Initial Warrants to be purchased by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local timeInvestor is subject. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer. (iii) At Closing, Buyer will pay $1,000,000 of the Initial Note Payment directly to the Company; and the remaining $1,500,000 of the Initial Note Payment will be deposited into the Escrow Account, to be immediately released and paid to the Company pursuant to the terms of the Escrow Agreement.

First Tranche. (i) Subject On the Subscription Date, The Company will sell and the Investors will buy that principal amount of Debentures and Warrants to and purchase that number of Warrant Shares as set forth on Schedule A, in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the following conditions: (A) Acceptance by the Investors of a satisfactory Secured Convertible Debenture Purchase Agreement (including all Exhibits annexed hereto) and due execution by all parties of this Agreement and the Exhibits annexed hereto; (B) Delivery into escrow by the Company of the original Debentures, and the original Warrants to be issued in the First Tranche, as more fully set forth in the Escrow Agreement; (C) All representations and warranties of the Company contained herein shall remain true and correct in all material respects as of the First Tranche Closing Date; (D) The Investors shall have received an opinion of counsel substantially in the form of Exhibit F annexed hereto; (E) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Debentures, and Warrants, or shall have the availability of exemptions therefrom. At the First Tranche Closing Date, all laws and regulations to which the Company and the Investors are subject shall legally permit the sale and issuance of the Debentures and Warrants; (F) Receipt of proof that the Company has filed and recorded the financing statements and Security Agreement (as set forth in Section 3 4.37 below, ) with the proper state authorities in the states of Nevada and the satisfaction (or waiver) Florida giving notice of the conditions set forth Investors' exclusive security interest in Sections 6 and 7 below, the Collateral; and (1G) The Company shall have obtained consents for the Company to participate in this transaction from GCA Strategic Investment Fund Limited ("GCA") and ATG US, as applicable, shall issue and sell any other party necessary to Buyer, and Buyer agrees to purchase from the Company on the Closing Date, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (B) Warrants to purchase 3,250,000 shares of Common Stock of the Company (the “Initial Warrants”) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price of the Initial Promissory Note and Initial Warrants to be purchased by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local timecomplete this transaction. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer. (iii) At Closing, Buyer will pay $1,000,000 of the Initial Note Payment directly to the Company; and the remaining $1,500,000 of the Initial Note Payment will be deposited into the Escrow Account, to be immediately released and paid to the Company pursuant to the terms of the Escrow Agreement.

First Tranche. On each Closing Date for the First Tranche, the Company will sell and the Investors will buy (i) Subject to and in the amounts set forth on Schedule A), in reliance upon the representations and warranties set forth contained in Section 3 belowthis Agreement, and upon the terms and satisfaction (or waiver) of each of the conditions set forth in Sections 6 and 7 below, that number of Initial Shares derived from dividing the First Tranche Purchase Price by the Stated Value (1) as defined in the Company and ATG USCertificate of Designation), as applicable, shall issue and sell to Buyer, and Buyer agrees Warrant A's to purchase from the Company on the Closing Datethat number of Warrant Shares as set forth in Section 2.4 above, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (and), Warrant B) Warrants 's to purchase 3,250,000 shares that number of Common Stock Warrant Shares as set forth in Section 2.4 above. The conditions precedent to each Closing of the Company First Tranche are as follows: (the “Initial Warrants”i) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price Acceptance by each of the Initial Promissory Note Investors of this Purchase Agreement and Initial Warrants to be purchased due execution by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price all parties of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants this Agreement and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local time.Exhibits annexed hereto; (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to Delivery into escrow by the Company or of the escrow agent original Initial Shares, original Warrant A's, and original Warrant B's as more fully set forth in the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer.Agreement attached hereto; (iii) At ClosingDelivery into escrow by the Investors of the Purchase Price as set forth in the Escrow Agreement annexed hereto; (iv) All representations, Buyer will pay $1,000,000 covenants, and warranties of the Company contained herein shall remain true and correct in all material respects as of the applicable Closing Date for the First Tranche; (v) Each of the Investors shall have received an opinion of counsel substantially in the form of Exhibit G annexed hereto dated as of the applicable Closing Date for the First Tranche and the Instruction Letter to the Transfer Agent annexed hereto as Exhibit H; (vi) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Initial Note Payment directly to Shares, Warrant A's, and Warrant B's (which permits and qualifications shall remain in full force and effect as of the Company; applicable Closing Date for the First Tranche), or shall have the availability of exemptions therefrom. At each Closing Date for the First Tranche, the sale and the remaining $1,500,000 issuance of the Initial Note Payment will Shares, Warrant A's, and Warrant B's shall be deposited into the Escrow Account, legally permitted by all laws and regulations to be immediately released and paid to which the Company pursuant to the terms and each of the Escrow AgreementInvestors are subject; and (vii) Written proof that the Certificate of Designation has been filed with the Secretary of State of the State of Nevada, and remains in full effect as of each Closing Date for the First Tranche.

First Tranche. (ia) Subject On the First Tranche Closing Date, each Purchaser shall deposit with the MoneyEscrow Agent for future return or disbursement in accordance with this Section 2.2 and/or Section2.5 (if applicable), an aggregate amount in United States dollars equal to and in reliance upon the representations and warranties set forth in Section 3 below, and product of 50% of (x) the satisfaction (or waiver) product of the conditions set forth in Sections 6 and 7 below, (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Company and ATG US, as applicable, shall issue and sell to Buyer, and Buyer agrees to purchase from the Company Closing Price on the Trading Day immediately preceding the First Tranche Closing Date. (b) On the 19 th Trading Day after the First Tranche Closing Date (such date, the "First Tranche Settlement Date"), subject to the provisions of Section 2.6 and this Section 2.2: (A) If the initial Promissory Note in Seller shall have obtained and delivered to the principal amount Purchasers the Waiver by the First Tranche Settlement Date, then if the Seller shall have received either (x) notice from the Money Escrow Agent of $2,500,000 the Money Escrow Agent's receipt of the funds required to have been delivered by the Purchasers pursuant to Section 2.2(a) and, if applicable 2.2(b)(2), or (y) other reasonably acceptable evidence of the delivery of such funds to the Money Escrow Agent, the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system a number of Shares of Common Stock (the “Initial Promissory Note”aggregate of 500,000 such Shares to be so delivered, the "First Tranche Shares") from ATG US and equal to the product of (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage. (B) Warrants If the Seller shall not have obtained and delivered to purchase 3,250,000 shares of Common Stock the Purchasers the Waiver by the First Tranche Settlement Date, then the Seller shall deliver to the Share Escrow Agent for delivery in accordance with Section 2.5 and in form acceptable to each of the Company Seller, the Purchasers and the Share Escrow Agent, the First Tranche Shares. Each Purchaser shall be entitled to a number of First Tranche Shares at such settlement equal to the product of (the “Initial Warrants”1) from the Company and 500,000 multiplied by (2) such Purchaser's First Tranche Percentage. If (x) a mutually acceptable form of share delivery is not determined by the Company shall issue and sell to Buyersecond Trading Day immediately preceding First Tranche Settlement Date or (y) a Share Escrow Agent is not named by such date, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (then at the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price request of the Initial Promissory Note and Initial Warrants to be purchased by Buyer on Purchasers, the Closing Date Seller shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement deliver First Tranche Shares to be purchased the Share Escrow Agent or, if no Share Escrow Agent has been appointed by Buyer on the Closing Date shall be $1000 (Purchasers by such date or the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Noteappointed Share Escrow Agent will not accept certificated securities for such purpose, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local time. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company Seller shall deliver to Buyer (A) Xxxxxxxx Xxxxxxxxx for the Initial Promissory Notebenefit of each Purchaser certificates, duly executed on behalf of issued by the Company and registered in the name of Buyer or its designeeeach Purchaser, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement First Tranche Shares which Buyer is purchasing, duly executed to be issued and sold to such Purchaser on behalf of the Company and registered in the name of Buyersuch Settlement Date. (iii2) At ClosingIf the First Tranche Per Share Purchase Price is greater than the quotient obtained by dividing (x) the funds deposited by a Purchaser under Section 2.2(a) by (y) the number of First Tranche Shares to be acquired by such Purchaser (such quotient being referred to as the "First Tranche Per Share Deposited Amount"), Buyer will pay $1,000,000 of the Initial Note Payment directly then such Purchaser shall deliver to the Company; and Money Escrow Agent an amount in United States dollars equal to the remaining $1,500,000 product of (a) the Initial Note Payment will be deposited into the Escrow Account, number of First Tranche Shares to be immediately released and paid to acquired by such Purchaser multiplied by (b) the Company pursuant to First Tranche Per Share Purchase Price less the terms of the Escrow Agreement.First

First Tranche. The First Tranche Investors shall purchase (pro rata) an aggregate principal amount of $2,000,000 principal amount of Preferred Stock on the Subscription Date upon the satisfaction of the following conditions: (i) Subject delivery into escrow by the Company of an aggregate principal amount of $2,000,000 of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit C; (ii) the Investors shall have received an opinion of counsel of the Company as set forth in this Agreement; (iii) the Investors shall have received a copy of the filed Certificate of Designation and any amendments thereto; (iv) the Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Preferred Stock, or shall have the availability of exemptions therefrom. To the knowledge of the Company, the offer, sale and issuance of the Preferred Stock shall be legally permitted by all laws and regulations to which the Company is subject; (v) the Company shall have performed, satisfied and complied in reliance upon all material respects with all covenants, agreements and conditions required by this Agreement and all Exhibits hereto, the Certificate of Designation, the Escrow Agreement, the Registration Rights Agreement and the Warrants, to be performed, satisfied or complied with by the Company at or prior to the Subscription Date; (vi) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; (vii) since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (viii) the trading of the Common Stock is not suspended by the SEC or the Principal Market, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. The issuance of the Securities with respect to the Closing of the Preferred Stock shall not violate the stockholder approval or other requirements of the Principal Market or the NASD. The Company shall not have been contacted by the NASD concerning the delisting of the Common Stock on the Principal Market, and the Company currently meets all listing requirements during the thirty day period immediately preceding the Closing Date; and (ix) the representations and warranties of the Company set forth in Section 3 belowthis Agreement shall be true and correct in all material respects (except as to representations and warranties, or portions thereof, which by their terms are subject to a materiality or similar standard, in which case such representations and warranties shall be true and correct) as of the date of this Agreement and as of the Subscription Date as though made on and as of the Subscription Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct only as of such date) and the satisfaction (or waiver) of Investors shall have received a certificate, dated the conditions set forth in Sections 6 and 7 below, (1) the Company and ATG US, as applicable, shall issue and sell to Buyer, and Buyer agrees to purchase from the Company on the Closing Subscription Date, (A) the initial Promissory Note in the principal amount of $2,500,000 (the “Initial Promissory Note”) from ATG US and (B) Warrants to purchase 3,250,000 shares of Common Stock of the Company (the “Initial Warrants”) from the Company and (2) the Company shall issue and sell to Buyer, and Buyer agrees to purchase 3,250,000 Yield Enhancement Shares (the “Initial Yield Enhancement Shares”) from the Company on the Closing Date. The aggregate purchase price of the Initial Promissory Note and Initial Warrants to be purchased signed by Buyer on the Closing Date shall be equal to $2,500,000 (the “Initial Note Payment”). The purchase price of the Initial Yield Enhancement Shares to be purchased by Buyer on the Closing Date shall be $1000 (the “Initial Yield Enhancement Payment”). The closing of the purchase of the Initial Promissory Note, the Initial Warrants and the Initial Yield Enhancement Shares by Buyer and the Company (the “Closing”) shall occur at the offices of Xxxxxx and Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on June 15, 2007 (the “Closing Date”) at 10:00 a.m., local time. (ii) At Closing, (1) Buyer shall pay the Initial Note Payment to the Company or the escrow agent and the Escrow Account (the “Escrow Agent”), as applicable, pursuant to Section 1(b)(iii) for the Initial Promissory Note and the Initial Warrants and shall pay the Initial Yield Enhancement Payment for the Initial Yield Enhancement Shares to be issued and sold to Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s and Escrow Agent’s (as applicable) written wire instructions, (2) the Company shall deliver to Buyer (A) the Initial Promissory Note, duly executed an officer on behalf of the Company and registered in the name of Buyer or its designee, (B) the Initial Warrants which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyer (C) a stock certificate representing the Initial Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf of the Company and registered in the name of Buyerto such effect. (iii) At Closing, Buyer will pay $1,000,000 of the Initial Note Payment directly to the Company; and the remaining $1,500,000 of the Initial Note Payment will be deposited into the Escrow Account, to be immediately released and paid to the Company pursuant to the terms of the Escrow Agreement.