AMENDMENT NO. 2 TO
SUBSCRIPTION AND PURCHASE AGREEMENT
This Amendment No. 2 (this
“ Amendment ”) to the Subscription and Purchase
Agreement dated as of July 8, 2008, as previously amended by
Amendment No. 1 dated February 20, 2009 (collectively,
the “ Agreement ”), by and between Clearant,
Inc., a Delaware corporation (the “ Company ”),
and CPI Investments, Inc., an Arizona corporation (the “
Purchaser ”), is hereby entered into and effective as
of August 3, 2009. Capitalized terms not otherwise defined
herein have the meaning set forth in the Agreement.
1. Sections 2.2(c) and
(d) of the Agreement are amended and restated in their
entirety as follows:
(c) On or before August 3, 2009, the Company shall
deliver to the Purchaser a Note in the form attached as
Exhibit A hereto (the “Interim Note”) in the
principal amount of One Million Four Hundred Thousand Dollars
($1,400,000) upon which shall be reflected all prior advances to
the Company under this Agreement for the First Tranche and the
Second Tranche, plus funds totaling Six Hundred Thousand Dollars
($600,000.00) (the “ Third Tranche ”) previously
received as follows: Sixty-Eight Thousand Six Hundred Sixty Dollars
($68,659.76) on December 12, 2008; Fifty Thousand Dollars
($50,000.00) on January 8, 2009; One Hundred Fifty-Five
Thousand Sixty-Four Dollars ($155,064.43) on February 26,
2009; Seventy-Seven Thousand Four Hundred Dollars ($77,400.00) on
March 12, 2009; Seventy-Five Thousand Nine Hundred Fifty-Six
Dollars ($75,955.78) on May 4, 2009; Sixty Thousand Three
Hundred Forty-Four Dollars ($60,344.83) on May 19, 2009; and
One Hundred Twelve Thousand Five Hundred Seventy-Six Dollars
($112,575.20) on August 3,, 2009; and
(d) On or before October 31, 2009 the Company shall
deliver to the Pu
