Common use of First Tranche Clause in Contracts

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) 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 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 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 12.7 below.

First Tranche. The First Tranche Investors shall purchase (pro rata) an aggregate principal amount of One Million ($1,000,000) Dollars (the "First Tranche Investment Amount") 2,000,000 principal amount of Preferred Stock on the Subscription Date upon the satisfaction of the following conditions: (i) delivery into escrow by the Company of an aggregate principal amount of One Million ($1,000,000) Dollars 2,000,000 of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit EC; (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, 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 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 Closing Date for the first tranche of the Preferred StockSubscription 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 for the first tranche of the Preferred Stock shall not violate the shareholder stockholder approval or other requirements of the Principal MarketMarket or the NASD. Except as set forth on Schedule A attached hereto, the The Company shall not have been contacted by Nasdaq the NASD 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 trancheDate; and (ix) payment the representations and warranties of fees as applicable as the Company set forth in Section 12.7 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 Investors shall have received a certificate, dated the Subscription Date, signed by an officer on behalf of the Company to such effect.

First Tranche. The Investors shall purchase (pro rata) an aggregate principal amount of One Million Six Hundred Thousand ($1,000,000600,000) Dollars (the "First Tranche Investment Amount") principal amount of Preferred Stock Stock, on the Subscription Date thirtieth (30th) day following the effective date of a Registration Statement covering the Underlying Shares, upon the satisfaction of the following conditions: (i) the Investors shall have received certification that the Company has obtained shareholder approval for the Company's issuance of more than twenty (20%) percent of its Common Stock in connection with the transactions contemplated hereby; (ii) delivery into escrow by the Company of an aggregate principal amount of One Million Six Hundred Thousand ($1,000,000600,000) Dollars of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit EF; (iiiii) the Investors shall have received an opinion of counsel of the Company as set forth in this Agreement; (iiiiv) the Investors shall have received a copy of the filed Certificate of Designation, and any amendments thereto; (ivv) the Investors shall have received written proof that the Registration Statement (which includes all Underlying Shares) has previously become effective and remains effective for at least thirty days and is effective during the three Trading Days immediately prior to the Closing Date for the first tranche, and (A) neither the Company nor any of the Investors shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and the Investors are reasonably satisfied that the SEC no longer is considering or intends to take such action), and (B) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related prospectus shall exist. (vi) 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; (vvii) the Investors shall have received written certification that the representations and warranties of the Company are true and correct in all material respects as of the Closing Date for the first tranche of the Preferred Stock as though made at each such time (except for representations and warranties specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Closing Date for the first tranche of the Preferred Stock; (viii) the Company shall have performed, satisfied and complied in 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 Closing Date for the first tranche of the Preferred Stock; (viix) 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; (viix) 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; (viiixi) 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 shares of Common Stock 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 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; (ixxii) payment of fees as applicable as set forth in Section 12.7 13.7 below; and (xiii) the Investors shall have received and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by the Investors in order for the Investors to confirm the Company's satisfaction of the conditions set forth in this Section, including, without limitation, a certificate in substantially the form and substance of Exhibit C hereto, executed in either case by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as at the date of each such certificate.