Common use of Third Closing Clause in Contracts

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible Note, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible NoteShares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within two seven (27) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible NoteShares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.” 2. Section 4.18 of the Agreement is hereby amended and restated in its entirety as follows:

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 of convertible notes, each convertible note substantially Notes in the form aggregate principal amount of Exhibit E One Hundred Eighty Thousand Dollars ($180,000) (each a “Convertible Third Note” and collectively the “Third Notes”) attached hereto), which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible Third Note, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or Company Counsel in Salt Lake City, UT, such other location as the parties shall mutually agreeagree or by the electronic exchange of documents.”

Third Closing. On the Third Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser (an aggregate of $150,000 200,000.00) in principal amount of convertible notesthe Debentures. At the Third Closing, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible NoteDebenture, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Subject to the terms and conditions herein, upon the determination by the Company for a Third Closing at any time on or after May 1, 2012, but prior to October 19, 2012, the Company shall deliver written notice to each Purchaser of the Third Closing (“Third Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 for the Third Closing and the review to the satisfaction of the Purchaser of such documents and certifications provided pursuant to Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS FR or such other location as the parties shall mutually agreeagree within 5 Trading Days from the date of the Third Closing Notice.”

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 _____ of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible NoteShares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”

Third Closing. On the Third Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 1,000,000 of convertible notes, each convertible note substantially in the form of Exhibit E Shares and/or Debentures (“Convertible Note”if applicable as provided herein) attached heretoand Warrants, which closing shall occur on, or as soon as reasonably practicable followingpracticable, after the satisfaction of the respective covenants and conditions set forth in Section 2.2 and 2.3, and in any event within two three (23) Trading days Days of, the date on which the Registration Statement registering all of ADSs have been listed for trading on the Registrable Securities is declared effective by the Commission (the “Third Closing”)Nasdaq Stock Market. Each Purchaser shall deliver to the Company, via wire transfer or a certified checktransfer, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such PurchaserPurchaser (the “Third Closing Subscription Amount”), and the Company shall deliver to each Purchaser its respective Convertible NoteShares, Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing (the “Third Closing. Upon satisfaction ”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the covenants and conditions set forth Beneficial Ownership Limitation, in Sections 2.2 and 2.3lieu of purchasing such Shares in excess of the Beneficial Ownership Limitation at the Third Closing, such Purchaser may elect, in its sole discretion, to apply a portion of the applicable Subscription Amount to purchase Debentures as provided herein. The Third Closing shall occur at the offices of EGS or such other a location as the parties shall mutually agree, or electronically.”