EX-10.1






STOCK PURCHASE AGREEMENT




This Stock Purchase Agreement (this “Agreement”) is dated as of April 3, 2007, by and
among Clearant, Inc., a Delaware corporation (the “Company”), and the purchasers identified
on the signature pages hereto (each, a “Purchaser” and collectively, the
“Purchasers”).



RECITALS




A. The Company and each Purchaser are executing and delivering this Agreement in reliance upon
the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as
promulgated by the United States Securities and Exchange Commission under the Securities Act.



B.  The Purchasers are collectively purchasing at least $2 million in Shares of Common Stock
at a Purchase Price of $0.025 per Share. Each Purchaser, severally and not jointly, wishes to
purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement,
that number of Shares set forth below such Purchaser’s name on the signature page hereto.



C.  Contemporaneous with the sale of the Shares, the parties hereto will enter into a
Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the
Company will agree to provide registration rights under the Securities Act.



NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchasers agree as follows:



ARTICLE I




DEFINITIONS




1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all
purposes of this Agreement, the following terms shall have the meanings indicated in this
Section 1.1:



“Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, Controls, is controlled by or is under common
control with such Person. With respect to a Purchaser, any investment fund or managed account that
is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed
to be an Affiliate of such Purchaser.



“Business Day” means a day, other than a Saturday, Sunday or federal holiday.



“Buy-In” has the meaning set forth in Section 4.1(e).



“Buy-In Price” has the meaning set forth in Section 4.1(e).



“Closing” means the closing of the purchase and sale of the Shares pursuant to this
Agreement.



“Closing Date” means the date of the Closing, and shall be April 2, 2007 (or such
other date and time as is mutually agreed to by the Company and each Purchaser).



"Commission” means the United States Securities and Exchange Commission.



“Common Stock” means the Common Stock, par value $0.0001 per share, of the Company,
and also includes any securities into which the Common Stock may hereafter be reclassified.



“Company’s Knowledge” means the actual knowledge of the executive officers of the
Company.



“Control” (including the terms “controlling”, “controlled by” or “under common control
with”) means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.



“Disclosure Materials” has the meaning set forth in Section 3.1(h).



“Effective Date” means the date on which the initial Registration Statement required
by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission.



“Environmental Laws” has the meaning set forth in Section 3.1(l).



“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



“GAAP” means U.S. generally accepted accounting principals as applied by the Company.



“Indemnified Person” has the meaning set forth in Section 4.7(b).



“License Agreements” has the meaning set forth in Section 3.1(r).



“Lien” means any lien, charge, encumbrance, security interest, right of first refusal,
preemptive right or other restrictions of any kind.



“Losses” has the meaning set forth in Section 4.7(a).



“Material Adverse Effect” has the meaning set forth in Section 3.1(a).



“Material Permits” has the meaning set forth in Section 3.1(p).



“Outside Date” means January 31, 2007.



“Person” means an individual, corporation, partnership, limited liability company,
trust, business trust, association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.



“Proceeding” means an action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or threatened in writing.



“Prohibited Transaction” has the meaning set forth in Section 3.2(g).



“Purchase Price” means, with respect to each Purchaser, the sum of $0.025 per Share
multiplied by the number of Shares purchased by the Purchaser.



“Purchaser Party” has the meaning set forth in Section 4.7(a).



“Registration Statement” means a registration statement meeting the requirements set
forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares.



“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



“SEC Reports” has the meaning set forth in Section 3.1(h).



“Secretary’s Certificate” has the meaning set forth in Section 2.2(a)(vi).



“Shares” means the shares of Common Stock being purchased by the Purchasers pursuant
to this Agreement.



“Short Sales” include, without limitation, all “short sales” as defined in Rule 3b-3
of the Exchange Act and Rule 200 promulgated under Regulation SHO under the Exchange Act, whether
or not against the box, and all types of direct and indirect stock pledges, forward sale contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and sales and
other transactions through non-US broker dealers or foreign regulated brokers having the effect of
hedging the securities or investment made under this Agreement.



“Trading Affiliate” has the meaning set forth in Section 3.2(g).



“Trading Day” means a day on which the Common Stock is listed or quoted on any Trading
Market; provided, that in the event that the Common Stock is not listed or quoted on any Trading
Market, then Trading Day shall mean a Business Day.



“Trading Market” means whichever of the New York Stock Exchange, the American Stock
Exchange, the NASDAQ National Market, the NASDAQ Capital Market or OTC Bulletin Board on which the
Common Stock is listed or quoted for trading on the date in question.



“Transaction Documents” means this Agreement, the schedules and exhibits attached
hereto, the Registration Rights Agreement, the Transfer Agent Instructions and any other documents
or agreements executed in connection with the transactions contemplated hereunder and incorporated
herein.



“Transfer Agent” means American Stock Transfer & Trust Company or any successor
transfer agent for the Company.



“Transfer Agent Instructions” means, with respect to the Company, the Transfer Agent
Instructions, in the form of Exhibit C, executed by the Company and delivered to and
acknowledged in writing by the Transfer Agent.



ARTICLE II




PURCHASE AND SALE




2.1 Closing. Subject to the terms and conditions set forth in this Agreement, at the
Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally
and not jointly, purchase from the Company, such number of Shares set forth opposite such
Purchaser’s name on the signature pages attached hereto in exchange for the Purchase Price. The
Closing shall take place at the offices of Dreier Stein & Kahan LLP, 1620 26th Street,
6th Floor, North Tower, Santa Monica, California, on the Closing Date or at such other
location or time as the parties may agree.



2.2 Closing Deliveries.



(a)  On the Closing Date, the Company shall issue, deliver or cause to be delivered to each
Purchaser the following:



(i)  This Agreement, duly executed by the Company;



(ii)  One or more stock certificates, free and clear of all restrictive and other legends
(except as expressly provided in Section 4.1(b) hereof), evidencing such number of Shares equal to
the number set forth below such Purchaser’s name on the signature pages hereto under the heading
“Number of Shares”, registered in the name of such Purchaser, or irrevocable instructions to the
Transfer Agent to issue same;



(iii) a legal opinion of counsel to the Company, in the form of Exhibit D attached
hereto, executed by such counsel and addressed to the Purchasers;



(iv)  the Registration Rights Agreement, duly executed by the Company;



(v)  duly executed Transfer Agent Instructions acknowledged in writing by the Company’s
transfer agent; and



(vi)  a certificate of the Secretary of the Company (the “Secretary’s Certificate”),
dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the
Company approving the transactions contemplated by this Agreement and the other Transaction
Documents and the issuance of the Shares, certifying the current versions of the Certificate of
Incorporation and by-laws of the Company and certifying as to the signatures and authority of
persons signing the Transaction Documents and related documents on behalf of the Company.



(b)  On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company
the following:



(i)  this Agreement, duly executed by such Purchaser;



(ii)  the purchase price set forth below such Purchaser’s name on the signature pages hereto
under the heading “Purchase Price,” in United States dollars and in immediately available funds, by
wire transfer to an account designated in writing by the Company for such purpose, as set forth on
Schedule I annexed hereto;



(iii)  the Registration Rights Agreement, duly executed by such Purchaser; and



(iv)  a fully completed and duly executed Stock Certificate Questionnaire, Registration
Statement Questionnaire and Purchaser Certificate in the forms attached hereto as Exhibits
B-1, B-2, and B-3.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




3.1 Representations and Warranties of the Company. The Company hereby represents and
warrants to the Purchasers that, except as set forth in the Schedules delivered herewith:



(a)  Organization and Qualification. The Company is an entity duly incorporated,
validly existing and in good standing under the laws of the State of Delaware, with the requisite
power and authority to own or lease and use its properties and assets and to carry on its business
as currently conducted. Company is not in violation of any of the provisions of its certificate or
articles of incorporation or bylaws. Company is duly qualified to conduct business and is in good
standing as a foreign corporation in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary or appropriate, except where
the failure to be so qualified or in good standing, as the case may be, individually or in the
aggregate, have not and could not reasonably be expected to result in (i) a material and adverse
effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and
adverse effect on the results of operations, assets, prospects, business or financial condition of
the Company, or (iii) a material and adverse impairment to the Company’s ability to perform on a
timely basis its obligations under any Transaction Document (a “Material Adverse Effect”).



(b)  Authorization; Enforcement. The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each of the Transaction
Documents to which it is a party and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby (including, but not limited
to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate
action on the part of the Company and no further corporate action is required by the Company, its
Board of Directors or its stockholders. Each Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable
principles of general application.



(c)  No Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company and the consummation by the Company of the transactions contemplated
hereby or thereby do not and will not (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation or bylaws, (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
debt or otherwise) or other understanding to which the Company is a party or by which any property
or asset of the Company is bound, except to the extent that such conflict, default, termination,
amendment, acceleration or cancellation right could not reasonably be expected to have a Material
Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company
is subject (including federal and state securities laws and regulations and the rules and
regulations, assuming the correctness of the representations and warranties made by the Purchasers
herein, of any self-regulatory organization to which the Company or its securities are subject, or
by which any property or asset of the Company is bound, except to the extent that such violation
could not reasonably be expected to have a Material Adverse Effect.



(d)  Filings, Consents and Approvals. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority or other person in
connection with the execution, delivery and performance by the Company of the Transaction
Documents, other than (i) the filing with the Commission of one or more Registration Statements in
accordance with the requirements of the Registration Rights Agreement, (ii) filings required by
applicable state securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with
the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices
or applications to any applicable trading market for the issuance and sale of the Shares and the
listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner
required thereby, and (v) those that have been made or obtained prior to the date of this
Agreement.



(e)  Issuance of the Shares. The Shares are duly authorized and, when issued and paid
for in accordance with the terms of the Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all liens other than restrictions on transfer
provided for in the Transaction Documents or imposed by applicable securities laws and shall not be
subject to preemptive or similar rights of stockholders. Assuming the accuracy of the
representations and warranties of the Purchasers, the Shares will be issued in compliance with all
applicable federal and state securities laws. The issue and sale of the Shares will not,
immediately or with the passage of time, obligate the Company to issue shares of its common stock
or other securities to any person (other than the Purchasers) and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under such
securities.



(f)  Capitalization. There are currently approximately 40,922,196 shares of Common
Stock issued and outstanding. The aggregate number of shares and type of all authorized, issued
and outstanding classes of capital stock, options and other securities of the Company (whether or
not presently convertible into or exercisable or exchangeable for shares of capital stock of the
Company) is specified in the SEC Reports (as defined below). Except as specified in the SEC
Reports, no securities of the Company are entitled to preemptive or similar rights, and no person
has any right of first refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents; except as specified in
the SEC Reports, the Company has not issued any other options, warrants or scrip rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights
or obligations convertible into or exchangeable for, or entered into any agreement giving any
person any right to subscribe for or acquire, any shares of Common Stock; except as specified in
the SEC Reports, there are no contracts, commitments, understandings, or arrangements by which the
Company is or may become bound to issue additional shares of the capital stock of the Company or
options, securities or rights convertible into shares of capital stock of the Company; except for
customary adjustments as a result of stock dividends, stock splits, combination of shares,
reorganizations, recapitalizations, reclassifications or other similar events, there are no
anti-dilution or price adjustment provisions contained in any security issued by the Company (or in
any agreement providing rights to security holders) and the issuance and sale of the Shares will
not obligate the Company to issue shares of common stock or other securities to any person (other
than the Purchasers) and will not result in a right of any holder of securities to adjust the
exercise, conversion, exchange or reset price under such securities; the Company is not a party to,
and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the
capital stock of the Company.



(g)  SEC Reports. The common stock of the Company is registered pursuant to Section
12(g) of the Exchange Act. The Company has filed all reports required to be filed by it under the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since April 1, 2005 (the
foregoing materials being collectively referred to herein as the “SEC Reports” and together
with this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, or to the extent corrected by a subsequent
restatement, the SEC Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not
misleading.



(h)  Financial Statements. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing (or to he
extent corrected by a subsequent restatement). Such financial statements have been prepared in
accordance with GAAP applied on a consistent basis during the periods involved, except as may be
otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, year-end audit adjustments.



(i)  Tax Matters. The Company (i) has accurately and timely prepared and filed all
foreign, federal and state income and all other tax returns, reports and declarations required by
any jurisdiction to which it is subject, (ii) has paid all material taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith, with respect to which
adequate reserves have been set aside on the books of the Company and (iii) has set aside on its
books provision reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company know of no basis for such claim. The Company has not waived or extended any statute of
limitations at the request of any taxing authority. There are no outstanding tax sharing
agreements or other such arrangements between the Company and any other corporation or entity and
the Company is not presently undergoing any audit by a taxing authority.



(j)  Environmental Matters. To the Company’s knowledge, the Company (i) is not in
violation of any statute, rule, regulation, decision or order of any governmental agency or body or
any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the environment or human exposure to
hazardous or toxic substances (collectively, “Environmental Laws”), (ii) does not own or
operate any real property contaminated with any substance in violation of any Environmental Laws,
(iii) is not liable for any off-site disposal or contamination pursuant to any Environmental Laws,
and (iv) is not subject to any claim relating to any Environmental Laws; which violation,
contamination, liability or claim has had or could reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s
knowledge, threatened investigation that might lead to such a claim.



(k)  Litigation. There is no pending action which adversely affects or challenges the
legality, validity or enforceability of any of the Transaction Documents or the Shares.



(l)  Employment Matters. To the Company’s knowledge, the Company is in compliance with
all federal, state, local and foreign laws and regulations respecting labor, employment and
employment practices and benefits, terms and conditions of employment and wages and hours, except
where the failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. The Company is not a party to any
collective bargaining agreement.



(m)  Compliance. The Company, except in each case as, individually or in the
aggregate, has not and could not reasonably be expected to result in a Material Adverse Effect (i) 
is in violation of any order of any court, arbitrator or governmental body having jurisdiction over
the Company or its properties or assets, or (ii) to the Company’s knowledge, is or has been in
violation of any statute, rule or regulation of any governmental authority applicable to the
Company.



(n)  Regulatory Permits. To the Company’s knowledge, the Company possesses all
certificates, authorizations and permits issued by the federal, state, local or foreign regulatory
authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits, individually or in the aggregate, has not and
could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and the Company has not received any notice of proceedings relating to the
revocation or modification of any such Material Permit.



(o)  Title to Assets. The Company has good and marketable title in all personal
property owned by it that is material to the business of the Company, in each case free and clear
of all Liens, except for Liens that do not, individually or in the aggregate, have or result in a
Material Adverse Effect.



(p)  Patents and Trademarks. To the Company’s knowledge, the Company owns, possesses,
licenses or has other rights to use all foreign and domestic patents, patent applications, trade
and service marks, trade and service mark registrations, trade names, copyrights, licenses,
inventions, trade secrets, technology, Internet domain names, know-how and other intellectual
property (collectively, the “Intellectual Property”) necessary for the conduct of its
business as now conducted or as proposed to be conducted; except as set forth in the SEC Reports
and except where such violations or infringements would not reasonably be expected to result in a
Material Adverse Effect, and (a) to the Company’s knowledge, there are no rights of third parties
to any such Intellectual Property; (b) to the Company’s knowledge, there is no infringement by
third parties of any such Intellectual Property; (c) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights
in or to any such Intellectual Property, and the Company is unaware of any facts which would form a
reasonable basis for any such claim; (d) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the validity or scope of any
such Intellectual Property; and (e) there is no pending or, to the Company’s knowledge, threatened
action, suit, proceeding or claim by others that the Company infringes or otherwise violates any
patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company
is unaware of any other fact which would form a reasonable basis for any such claim. All of the
licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property
which are necessary for the conduct of the Company’s business as currently conducted to which the
Company is a party or by which any of its material assets are bound (other than generally
commercially available, non-custom, off the shelf software application programs having a retail
acquisition price of less than $10,000 per license) (collectively, “License Agreements’)
are valid and binding obligations of the Company and, to the Company’s knowledge, the other parties
thereto, enforceable in accordance with their respective terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’
rights generally, and there exists no event or condition which will result in a material violation
or breach of or constitute (with or without due notice or lapse of time or both) a default by the
Company under such License Agreement.



(q)  Insurance. The Company is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in
the businesses and location in which the Company is engaged. To the Company’s knowledge, it will
be able to renew existing insurance coverage for the Company as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to continue its business
without a significant increase in cost.



(r)  Transactions With Affiliates and Employees. Except as set forth in the SEC
Reports made on or prior to the date hereof, none of the officers or directors of the Company and,
to the Company’s knowledge, none of the employees of the Company is presently a party to any
transaction with the Company or to a presently contemplated transaction (other than for services as
employees, officers and directors) that would be required to be disclosed pursuant to Item 404 of
Regulation S-K promulgated under the Securities Act.



(s)  Sarbanes Oxley Act. The Company is in compliance with applicable requirements of
the Sarbanes Oxley Act of 2002 and applicable rules and regulations promulgated by the Commission
thereunder, except where such noncompliance would not have, individually or in the aggregate, a
Material Adverse Effect.



(t)  Private Placement. Assuming the accuracy of the Purchaser’s representations and
warranties set forth in Section 2, no registration under the Securities Act is required for the
offer and sale of the Shares by the Company to the Purchasers under the Transaction Documents. The
Company’s common stock is registered pursuant to Section 15(d) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of
terminating the registration of the common stock under the Exchange Act, nor has the Company
received any notification that the Commission is contemplating terminating such registration.



(u)  No Directed Selling Efforts or General Solicitation. Neither the Company, nor
any of its affiliates, nor any person acting on its or their behalf has conducted any “general
solicitation” or “general advertising” (as those terms are used in Regulation D) in connection with
the offer or sale of any of the Shares.



(v)  Investment Company. The Company is not required to be registered as, and is not
an affiliate of, and immediately following the Closing will not be required to register as, an
“investment company” within the meaning of the Investment Company Act of 1940, as amended.



(w)  Questionable Payments. Neither the Company nor, to the Company’s knowledge,
directors, officers, employees, agents or other persons acting on behalf of the Company has, in the
course of its actions for, or on behalf of, the Company: (a) used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic
political activity; (b) made any direct or indirect unlawful payments to any foreign or domestic
governmental officials or employees from corporate funds; (c) violated in any material respect any
provision of the Foreign Corrupt Practices Act of 1977, as amended or (d) made any other unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or
domestic government official or employee.



(x) Application of Takeover Protections. Except as described in the SEC Reports,
there is no control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the Company’s
charter documents or the laws of its state of incorporation that is or could reasonably be expected
to become applicable to Purchasers as a result of the parties fulfilling their obligations or
exercising their rights under the Transaction Documents, including without limitation the Company’s
issuance of the Shares and the Purchaser’s ownership of the Shares.



(y) Loan Agreement. The Company entered into a Loan and Security Agreement (Accounts
Receivable & Inventory Line of Credit) as of February 6, 2007 with BFI Business Finance, pursuant
to which the Company will have the right to borrow up to 80% of eligible accounts receivable, and
up to 35% of eligible inventory, provided that the amounts advanced against inventory may not
exceed $250,000, and the aggregate amounts advanced may not exceed $3,000,000, subject to the
requirement that prior to any advance Company must have received an additional capital infusion
from an investor group of not less than $2 million.



3.2 Representations and Warranties of the Purchasers. Each Purchaser hereby, for
itself and for no other Purchaser, represents and warrants to the Company as follows:



(a)  Organization; Authority. If such Purchaser is an entity, it is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization with
the requisite corporate or partnership power and authority to enter into and to consummate the
transactions contemplated by the applicable Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of
the transactions contemplated by this Agreement has been duly authorized by all necessary corporate
or, if such Purchaser is not a corporation, such partnership, limited liability company or other
applicable like action, on the part of such Purchaser. Each of this Agreement and the Registration
Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with terms hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.



(b)  Investment Intent. Such Purchaser understands that the Shares are “restricted
securities” and have not been registered under the Securities Act or any applicable state
securities law and is acquiring the Shares as principal for its own account for investment purposes
only and not with a view to or for distributing or reselling such Shares or any part thereof,
without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement
and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part
of such Shares pursuant to an effective registration statement under the Securities Act or under an
exemption from such registration and in compliance with applicable federal and state securities
laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a
representation or warranty by such Purchaser to hold the Shares for any period of time. Such
Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Such Purchaser
does not have any agreement, plan or understanding, directly or indirectly, with any Person to
distribute any of the Shares.



(c)  Purchaser Status. At the time such Purchaser was offered the Shares, it was, and
at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities
Act. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.



(d)  Experience of Such Purchaser. Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to
bear the economic risk of an investment in the Shares and, at the present time, is able to afford a
complete loss of such investment.



(e)  Access to Information. Such Purchaser acknowledges that it reviewed the
Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has
deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the offering of the Shares and the merits and risks of investing in the
Shares; (ii) access to information (other than material non-public information) about the Company
and the Subsidiary and their respective financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can
acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Neither such inquiries nor any other investigation
conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend
or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure
Materials and the Company’s representations and warranties contained in the Transaction Documents.



(f)  Residency. Such Purchaser has, if an entity, its principal place of business or,
if an individual, its primary residence in the jurisdiction set forth immediately below such
Purchaser’s name on the signature pages hereto.



(g)  Prohibited Trading Activities. Since the earlier to occur of (1) the time that
such Purchaser was first contacted by the Company or any other Person regarding an investment in
the Company and (2) the 10th Trading Day prior to the date of this Agreement, neither
the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions
contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or
trading or information concerning such Purchaser’s investments, including in respect of the Shares,
or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or
trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate,
effected or agreed to effect any transactions in the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities) (each, a “Prohibited
Transaction”). Such Purchaser shall not, and shall cause its Trading Affiliates not to, engage,
directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way
changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the
period from the date hereof until the Effectiveness Date. Each Purchaser agrees that it will not
use any of the Shares acquired pursuant to this Agreement to cover any short position in the Common
Stock if doing so would be in violation of applicable securities laws. Each Purchaser acknowledges
that it is aware that the Commission has published its position that covering a short position
established prior to effectiveness of a resale registration statement with shares included in such
registration statement would be a violation of Section 5 of the Securities Act.



(h)  Brokers and Finders. No Person will have, as a result of the transactions
contemplated by this Agreement, any valid right, interest or claim against or upon the Company, or
any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Purchaser.



(i)  Independent Investment Decision. Such Purchaser has independently evaluated the
merits of its decision to purchase Shares pursuant to the Transaction Documents, and such Purchaser
confirms that it has not relied on the advice of any other Purchaser’s business and/or legal
counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any
other materials presented by or on behalf of the Company to the Purchaser in connection with the
purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the Shares.



The Company acknowledges and agrees that no Purchaser has made or makes any representations or
warranties with respect to the transactions contemplated hereby other than those specifically set
forth in this Section 3.2.



ARTICLE IV




OTHER AGREEMENTS OF THE PARTIES




4.1 (a) Compliance with Laws. Notwithstanding any other provision of this Article IV,
each Purchaser covenants that the Shares and Common Stock underlying the Shares may only be
disposed of pursuant to an effective registration statement under, and in compliance with the
requirements of, the Securities Act, or pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act, and in compliance
with any applicable state and federal securities laws. In connection with any transfer of the
Shares other than pursuant to an effective registration statement, pursuant to Rule 144(k) or in
connection with a pledge as contemplated in Section 4.1(b), except as otherwise provided herein,
the transferor will provide to the Company an opinion of counsel selected by the transferor, which
counsel and the form and substance of which opinion shall be reasonably satisfactory to the Company
and its legal counsel, to the effect that such transfer does not require registration of such
transferred Shares under the Securities Act. Notwithstanding the foregoing, the Company hereby
consents to and agrees to register on the books of the Company and with its transfer agent, without
any such legal opinion, except to the extent that the transfer agent requests such legal opinion,
any transfer of Shares by a Purchaser to an Affiliate of such Purchaser, provided that the
transferee agrees to the terms and conditions of the Shares, certifies to the Company that it is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and provided that such
Affiliate does not request any removal of any existing legends on any certificate evidencing the
Shares.



(b)  Legends. Certificates evidencing the Shares and any shares of Common Stock
underlying the Shares will contain the following legend, until such time as they are not required
under Section 4.1(c):




THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.



The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or
grant a security interest in some or all of the legended Shares, in compliance with applicable
securities laws, pursuant to a bona fide margin agreement in connection with a bona fide margin
loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion
of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the
pledge, but such legal opinion shall be required in connection with a subsequent transfer or
foreclosure following default by the Purchaser transferee of the pledge. No notice shall be
required of such pledge but Purchaser’s transferee shall promptly notify the Company of the pledge.
Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to,
or the grant of any security interest in, any of the Shares or for any agreement, understanding or
arrangement between any Purchaser and its pledgee or secured party. Provided that the Company is in
compliance with the terms of this Section 4.1(b), the Company’s indemnification obligations
pursuant to this Agreement shall not extend to any Proceeding or Losses arising out of or related
to this Section 4.1(b).



(c)  Removal of Legends. The Company agrees to reissue certificates representing any
of the Shares, without the legend set forth above (i) while a registration statement (including the
Registration Statement) covering the resale of such Shares is effective under the Securities Act,
(ii) following any sale of such Shares pursuant to Rule 144 (assuming the transferor is not an
affiliate of the Company), (iii) if such Shares are eligible for sale under Rule 144(k) (to the
extent that the applicable Purchaser provides a certification or legal opinion to the Company to
that effect), or (iv) if such legend is not required under applicable requirements of the
Securities Act (including controlling judicial interpretations and pronouncements issued by the
Commission). The Company shall cause its counsel to issue the legal opinion referred to in the
Transfer Agent Instructions to the Company’s transfer agent on the Effective Date. Following the
Effective Date or at such earlier time as a legend is no longer required for certain Shares, the
Company will no later than three Trading Days following the delivery to the Transfer Agent with
notice to the Company of a legended certificate representing such Shares and a reasonably
acceptable opinion of counsel to the extent required by Section 4.1(a), reissue a certificate
representing such Shares that is free from all restrictive and other legends. The Company may not
make any notation on its records or give instructions to the Transfer Agent that enlarge the
restrictions on transfer set forth in this Section.



(d)  Acknowledgement. Each Purchaser hereunder acknowledges its primary
responsibilities under the Securities Act and accordingly will not sell the Shares or any interest
therein without complying with the requirements of the Securities Act. While the above-referenced
registration statement remains effective, each Purchaser hereunder may sell the shares in
accordance with the plan of distribution contained in the registration statement and if it does so
it will comply therewith and with the related prospectus delivery requirements. To provide further
assurance in connection with de-legending, each Purchaser hereunder commits that it will continue
to hold the shares in its own name, and not in the name of a nominee, until such time as the shares
are duly and properly sold in compliance with all relevant securities laws. Both the Company and
its transfer agent, and their respective directors, officers, employees and agents, may rely on
this subsection (d) and each Purchaser hereunder will indemnify and hold harmless each of such
persons from any breaches or violations of this paragraph.



(e)  Buy-In. If within three (3) Trading Days after the Company’s receipt of a
legended certificate representing such Shares the Company shall fail to issue and deliver to such
Purchaser a certificate representing such Shares that is free from all restrictive and other
legends, and if on or after such Trading Day the Purchaser purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of
shares of Common Stock that the Purchaser anticipated receiving from the Company without any
restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days
after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the
Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at
which point the Company’s obligation to deliver such certificate shall terminate and such shares
shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate
or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount
equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of
Common Stock, times (b) the closing bid price on the date of delivery of such legended certificate.



4.2 Furnishing of Information. As long as any Purchaser owns the Shares, the Company
covenants to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to the
Exchange Act. As long as any Purchaser owns Shares, if the Company is not required to file reports
pursuant to such laws, it will prepare and furnish to the Purchasers and make publicly available in
accordance with Rule 144(c) such information as is required for the Purchasers to sell the Shares
under Rule 144. The Company further covenants that it will take such further action as any holder
of Shares may reasonably request, all to the extent required from time to time to enable such
Person to sell the Shares without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144.



4.3 No Integration. The Company shall not, and shall use its best efforts to ensure
that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be
integrated with the offer or sale of the Shares in a manner that would require the registration
under the Securities Act of the sale of the Shares to the Purchasers, or that will be integrated
with the offer or sale of the Shares for purposes of the rules and regulations of any Trading
Market.



4.4 Subsequent Registrations. Other than pursuant to the Registration Statement, prior
to the date occurring sixty (60) days after the Effective Date, the Company shall not file any
registration statement (other than on Form S-4 or S-8) with the Commission with respect to any
securities of the Company, except to the extent the Company becomes eligible to use Form S-3 and
converts the Registration Statement to a Form S-3.



4.6 Indemnification.



(a)  Indemnification of Purchasers. In addition to the indemnity provided in the
Registration Rights Agreement, the Company will indemnify and hold the Purchasers and their
directors, officers, shareholders, partners, employees and agents (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any
such Purchaser Party may suffer or incur as a result of or relating to any material
misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made
by the Company in any Transaction Document. In addition to the indemnity contained herein, the
Company will reimburse each Purchaser Party for its reasonable legal and other expenses (including
the cost of any investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred. If and to the extent that such indemnification
is unenforceable for any reason, the Company shall make the maximum contribution to the payment and
satisfaction of such losses permissible under applicable law.



(b)  Conduct of Indemnification Proceedings. Promptly after receipt by any Person (the
“Indemnified Person”) of notice of any demand, claim or circumstances which would or might
give rise to a claim or the commencement of any action, proceeding or investigation in respect of
which indemnity may be sought pursuant to Section 4.7(a), such Indemnified Person shall
promptly notify the Company in writing and the Company shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the
payment of all fees and expenses; provided, however, that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its obligations
hereunder except to the extent that the Company is actually and materially prejudiced by such
failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to
the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified
Person representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Company shall not be liable for any settlement of
any proceeding effected without its written consent, which consent shall not be unreasonably
withheld, delayed or conditions, but if settled without such consent, or if there be a final
judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person
from and against any Losses by reason of such settlement or judgment. Without the prior written
consent of the Indemnified Person, the Company shall not effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Person from all liability arising out of such
proceeding.



4.7 Use of Proceeds. The Company intends to use the net proceeds from the sale of the
Shares hereunder for working capital and general corporate purposes and not to redeem any Common
Stock.



ARTICLE V




CONDITIONS PRECEDENT TO CLOSING




5.1 Conditions Precedent to the Obligations of the Purchasers to Purchase Shares. The
obligation of each Purchaser to acquire Shares at the Closing is subject to the fulfillment to such
Purchase’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any
of which may be waived by such Purchaser (as to itself only):



(a)  Representations and Warranties. The representations and warranties made by the
Company in Section 3.1 hereof shall be true and correct in all material respects as of the date
when made and as of the Closing Date, as though made on and as of such date;



(b)  Performance. The Company and each other Purchaser shall have performed, satisfied
and complied in all material respects with all covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing
Date;



(c)  No Injunction. 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 the consummation of any of the transactions
contemplated by the Transaction Documents;



(d)  Consents. The Company shall have obtained in a timely fashion any and all
consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Shares, and all of which shall be and remain so long as necessary
in full force and effect;



(e)  No Suspensions of Trading in Common Stock; Listing. Trading in the Common Stock shall
not have been suspended by the Commission or any Trading Market (except for any suspensions of
trading of not more than one Trading Day solely to permit dissemination of material information
regarding the Company) at any time since the date of execution of this Agreement, and the Common
Stock shall have been at all times since such date listed for trading on a Trading Market;



(f)  Company Deliverables. The Company shall have delivered the items set forth in
Section 2.2(a); and



(g)  Compliance Certificate. The Company shall have delivered to each Purchaser a
certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief
Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions
specified in Sections 5.1(a), (b), (c), (d), (e) and (f).



5.2 Conditions Precedent to the Obligations of the Company to Sell Shares. The
Company’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment to
the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of
which may be waived by the Company:



(a)  Representations and Warranties. The representations and warranties made by the
Purchasers in Section 3.2 hereof shall be true and correct in all material respects as of the date
when made, and as of the Closing Date as though made on and as of such date;



(b)  Performance. The Purchaser shall have performed, satisfied and complied in all
material respects with all covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Purchaser at or prior to the Closing;



(c)  No Injunction. 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 the consummation of any of the transactions
contemplated by the Transaction Documents; and



(d)  Purchasers Deliverables. Each Purchaser shall have delivered the items set forth
in Section 2.2(b).



ARTICLE VI




MISCELLANEOUS




6.1 Fees and Expenses. The Company shall pay the reasonable, customary and necessary
fees and expenses of the Purchasers and their respective advisers, counsel, accountants and other
experts, if any and all other expenses incurred by such party in connection with the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the sale and
issuance of the Shares.



6.2 Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of (a) the date of transmission, if such notice or communication is delivered via
facsimile, email (provided the sender receives a machine-generated confirmation of successful
transmission) at the facsimile number specified in this Section prior to 5:00 p.m. (Pacific time)
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in this Section on a day
that is not a Trading Day or later than 5:00 p.m. (Pacific time) on any Trading Day, (c) the
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
address and facsimile numbers for such notices and communications are those set forth on the
signature pages hereof, or such other address or facsimile number as may be designated in writing
hereafter, in the same manner, by any such Person. Copies of any notices or other communications or
deliveries to the Company shall be sent to:




Clearant, Inc.




11111 Santa Monica Boulevard, Suite 650




Los Angeles, California 90025




Facsimile No.: (310) 479-2959




Attention: Jon Garfield



with a copy (for informational purposes only) to:




Dreier Stein & Kahan LLP


The Water Garden


1620 26th Street, Sixth Floor, North Tower


Santa Monica, California 90404


Facsimile No.: (424) 202-6250


Attention: John C. Kirkland, Esq.



6.3 Amendments; Waivers; No Additional Consideration. No provision of this Agreement
may be waived or amended except in a written instrument signed, in the case of an amendment, by the
Company and each of the Purchasers or, in the case of a waiver, by the party against whom
enforcement of any such waiver is sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of either party to exercise any right hereunder in any
manner impair the exercise of any such right. No consideration shall be offered or paid to any
Purchaser to amend or consent to a waiver or modification of any provision of any Transaction
Document unless the same consideration is also offered to all Purchasers who then hold Shares.



6.4 Construction. The headings herein are for convenience only, do not constitute a
part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The
language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This
Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions
of this Agreement or any of the Transaction Documents.



6.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and be binding upon the parties and their successors and permitted assigns. This
Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the
prior written consent of the Purchasers. Any Purchaser may assign its rights hereunder in whole or
in part to any Person to whom such Purchaser assigns or transfers any Shares in compliance with
this Agreement and applicable law, provided such transferee shall agree in writing to be bound,
with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to
the “Purchasers.”



6.6 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person, except each Purchaser Party is an
intended third party beneficiary of Section 4.7 and may enforce the provisions of such Section
directly against the parties with obligations thereunder .



6.7 Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Delaware, without regard to the principles of conflicts of
law thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. If either
party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the
prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable
attorney’s fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.



6.8 Survival. Subject to applicable statute of limitations, the representations,
warranties, agreements and covenants contained herein shall survive the Closing and the delivery of
the Shares.



6.9 Execution. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.



6.10 Severability. If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.



6.11 Replacement of Certificates. If any certificate or instrument evidencing any
Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and the execution by the holder
thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and
hold harmless the Company for any losses in connection therewith. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable third-party costs
associated with the issuance of such replacement certificates. If a replacement certificate or
instrument evidencing any Shares is requested due to a mutilation thereof, the Company may require
delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a
replacement.



6.12 Remedies. In addition to being entitled to exercise all rights provided herein or
granted by law, including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in any action for
specific performance of any such obligation (other than in connection with any action for a
temporary restraining order) the defense that a remedy at law would be adequate.



6.13 Payment Set Aside. To the extent that the Company makes a payment or payments to
any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the
Company, a trustee, receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.



6.14 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each
Purchaser under any Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under any Transaction Document. The decision of each Purchaser
to purchase Shares pursuant to the Transaction Documents has been made by such Purchaser
independently of any other Purchaser and independently of any information, materials, statements or
opinions as to the business, affairs, operations, assets, properties, liabilities, results of
operations, condition (financial or otherwise) or prospects of the Company or the Subsidiary which
may have been made or given by any other Purchaser or by any agent or employee of any other
Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any
other Purchaser (or any other Person) relating to or arising from any such information, materials,
statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken
by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other
Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder
and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its
investment in the Shares or enforcing its rights under the Transaction Documents. Each Purchaser
shall be entitled to independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any proceeding for such
purpose. The Company acknowledges that each of the Purchasers has been provided with the same
Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not
because it was required or requested to do so by any Purchaser.



6.15 Termination. This Agreement may be terminated and the sale and purchase of the
Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with
respect to itself only) upon written notice to the other, if the Closing has not been consummated
on or prior to 5:00 p.m. (Pacific time) on the Outside Date; provided, however, that the right to
terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure
to comply with its obligations under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such time. Nothing in this Section 6.16 shall be
deemed to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement or the other Transaction Documents or to impair the right of any party
to compel specific performance by any other party of its obligations under this Agreement or the
other Transaction Documents.



6.16 Entire Agreement. The Transaction Documents, together with the Exhibits and
Schedules thereto which are incorporated herein by reference, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements,
understandings, discussions and representations, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules. At or
after the Closing, and without further consideration, the Company and the Purchasers will execute
and deliver to the other such further documents as may be reasonably requested in order to give
practical effect to the intention of the parties under the Transaction Documents.



IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



CLEARANT, INC.



By:

Name:

Title:




[SIGNATURE PAGES OF PURCHASERS TO FOLLOW]




1




IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated above.




PURCHASER:




By:

Name:

Title:




ADDRESS FOR NOTICE:



c/o:



Street:



City/State/Zip:



Attention:



Telephone No.:



Facsimile No.:



PURCHASE PRICE: US$



NUMBER OF SHARES:



2



EXHIBIT A




INSTRUCTION SHEET FOR PURCHASER




(to be read in conjunction with the entire




Stock Purchase Agreement)




A.  Complete the following items in the Stock Purchase Agreement:



1. Complete and execute the purchaser signature page. The Agreement must be executed by an
individual authorized to bind the Purchaser.



2. Exhibit B-1 — Stock Certificate Questionnaire:



Provide the information requested by the Stock Certificate Questionnaire.



3. Exhibit B-2 — Registration Statement Questionnaire:




Provide the information requested by the Registration Statement Questionnaire.



4. Exhibit B-3 — Purchaser Certificate:




Provide the information requested by either (a) the Certificate for Corporate,
Partnership, Trust, Foundation and Joint Purchasers, or (b) the Certificate for
Individual Purchasers.



5. Return, via facsimile, the signed Stock Purchase Agreement including the properly completed
Exhibits B-1 through B-3, to:



Dreier Stein & Kahan LLP

Attn: John C. Kirkland, Esq.

Facsimile No.: (424) 202-6250




6. After completing instruction number five (5) above, deliver the original signed Stock
Purchase Agreement including the properly completed Exhibits B-1 through B-3 to:



Dreier Stein & Kahan LLP

The Water Garden

1620 26th Street

Sixth Floor, North Tower

Santa Monica, California 90404

Attn: John C. Kirkland, Esq.






3






B. Wire to the following account, immediately available funds in an amount equal to the Purchase
Price set forth on the signature page to the Stock Purchase Agreement.



Wire to:




CITY NATIONAL BANK




400 NORTH ROXBURY DRIVE


BEVERLY HILLS, CALIFORNIA 90210




ABA NO.: 1220-16066




ACCOUNT NAME: DREIER STEIN & KAHAN LLP ATTORNEY-CLIENT TRUST ACCOUNT




ACCOUNT NO.: 112688153




REFERENCE: CLEARANT 601444.003



4



EXHIBIT B-1




CLEARANT, INC.




STOCK CERTIFICATE QUESTIONNAIRE




Please provide us with the following information:




	 	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	1.

	 	The exact name that the Shares are to be registered in (this is

the name that will appear on the stock certificate(s)). You may

use a nominee name if appropriate:
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	2.

	 	The relationship between the Purchaser of the Shares and the

Registered Holder listed in response to item 1 above:
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	3.

	 	The mailing address, telephone and telecopy number of the

Registered Holder listed in response to item 1 above:
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	4.

	 	The Tax Identification Number of the Registered Holder listed in

response to item 1 above:
	 
	 	 






5




EXHIBIT B-2




CLEARANT, INC.




REGISTRATION STATEMENT QUESTIONNAIRE




Section 1



1.  Your identity and background as the Beneficial Holder of Common Stock:



(a) Your full legal name:



(b) Citizenship:



(c) Social Security No. or Taxpayer ID No:



(d) Your address, telephone number, facsimile number and email address:



Address:



Telephone No:



Fax No:




Email Address:




Contact Person:




	 	(e)	 	Full legal name of person through which you hold the Shares only if different
than as set forth in Item 1(a) above (i.e. name of your broker or the DTC participant,
if applicable, through which your shares of Common Stock are held):






Name of broker:




DTC No.:




Contact Person:




Telephone No.:



2.  Your Relationship with the Company:




	 	(a)	 	Have you or any of your affiliates, officers, directors or principal equity
holders (owners of 5% or more of the equity securities of the undersigned) held any
position or office or have you had any other material relationship with the Company
(or its predecessors or affiliates) within the past three years?






Yes




No




	 	 	 	(b)  If your response to Item 2(a) above is yes, please state the nature and
duration of your relationship with the Company:





3.  Your interest in the Common Stock:




	 	 	 	(a)  State the total number of shares you expect to purchase in connection with
the proposed sale of Common Stock by the Company:






	 	 	 	(b)  Do you beneficially own1 any securities of the Company other
than the securities you will receive in connection with the proposed sale of Common
Stock by the Company?






Yes




No




	 	 	 	(c)  If your answer to Item 3(b) above is yes, state the type, the aggregate
amount or number of shares of such other securities of the Company beneficially owned
by you:






Type:




Aggregate Amount/Number of Shares:




CUSIP No(s).:




Holder of record:




Note: List separately shares held of record jointly with another person, in a fiduciary
capacity or in a name other than your own. Attach additional sheets and itemize, if
necessary.




	 	 	 	(d)  Do you have both sole voting power and sole investment
power with respect to all the shares to be purchased in the proposed sale of
Common Stock by the Company and any shares already beneficially owned by you?






Yes




No




	 	 	 	(e)  If your answer to Item 3(d) above is no, provide information in the space
below with respect to why you do not have sole voting power and sole investment
power, including the number of shares as to which you do not have sole voting or
investment power.






	 	 	 	(f)  Do you wish to disclaim beneficial ownership of any of the shares of Common
Stock (either to be purchased in the proposed offering or currently owned) that are
described above?






Yes




No




	 	 	 	(g)  If your answer to Item 3(f) is yes, provide information in the space below
with respect to why you wish to disclaim beneficial ownership, including the number
of shares as to which beneficial ownership is disclaimed.






	 	 	 	(h)  Do you have the right to acquire beneficial ownership of any shares of
Common Stock within 60 days?






Yes




No




	 	 	 	(i)  If your answer to Item 3(h) is yes, state the number of shares as to which
you have the right to acquire beneficial ownership within 60 days in the space
provided below and describe the date and circumstances under which you have any such
right of acquisition.






	 	 	 	(j)  At the time of your receipt of the Common Stock upon the completion of the
proposed sale of Common Stock, will you have any agreements or understandings,
directly or indirectly, with any person to distribute the Common Stock?






Yes




No




	 	 	 	(k)  If your response to Item 3(j) above is yes, please describe such agreements
or understandings:





4.  Beneficial Ownership




	 	 	 	(a)  Is the beneficial holder of the Common Stock (whether now held or to be
purchased) an SEC-reporting company?






Yes




No




	 	 	 	(b)  If your answer to Item 4(a) above is no, name the natural person(s) who
exercise voting or investment control over the Common Stock (whether now held or to
be purchased) and give their current titles and describe the relationship of such
individuals to the beneficial owner, including their relationships with any
intermediate entities, naming such entities:






Name(s) of Natural Person(s) and Title(s):



Section 2



5.  NASD Affiliates and Associates




	 	 	 	(a)  Are you a member of The National Association of Securities Dealers, Inc.
(“NASD”) or a broker-dealer registered pursuant to Section 15 of the Exchange Act?






Yes




No




	 	(b)	 	Are any of your affiliates or any member of your immediate
family2 a member of the NASD or a broker-dealer registered pursuant to
Section 15 of the Exchange Act?






Yes




No




	 	 	 	(c)  If your response to Item 5(a) and 5(b) above is no, are you, any of your
affiliates or any member of your immediate family an “affiliate” of a member of the
NASD or a broker-dealer registered pursuant to Section 15 of the Exchange Act?






Yes




No




NOTE: For the purposes of this Item 5(c), an “affiliate” of a registered broker-dealer
shall include any company that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, such NASD
member or broker-dealer, but excludes any individuals who are merely employed by such
NASD member or broker-dealer or its affiliates.




	 	 	 	(d)  If your response to Item 5(a) and 5(b) above is no, are you, any of your
affiliates or any member of your immediate family an “associate” of an NASD member or
a broker-dealer registered pursuant to Section 15 of the Exchange Act?






Yes




No




NOTE: For the purposes of this Item 5(d), an “associate” of an NASD member or a
registered broker-dealer shall include any sole proprietor, partner, officer, director
or branch manager of such NASD member or registered broker-dealer, any natural person
occupying a similar status or performing similar functions, or any natural person
engaged in the investment banking or securities business who, directly or indirectly,
controls or is controlled by such NASD member or registered broker-dealer (including,
for example, as an employee thereof), whether or not such person is registered or exempt
from registration with the NASD.




	 	 	 	(e)  If your response to Item 5(d) above is yes, describe the nature of the
relationship between you and each broker-dealer or broker-dealer associate.






	 	 	 	(f)  Do you or any of your affiliates own stock or other securities of any NASD
member or registered broker-dealer or any affiliate thereof?






Yes




No




	 	 	 	(g)  If your response to Item 5(f) above is yes, please briefly describe the
facts (including the names of the NASD member or broker-dealer or affiliate and the
percentage ownership).






(h)  Have you or any of your affiliates made any subordinated loan to any NASD member
or registered broker-dealer?




Yes




No




	 	 	 	(i)  If your response to Item 5(h) above is yes, please briefly describe the
facts (including the names of the NASD member or broker-dealer or affiliate, the
amount of the loan and interest payable, and applicable dates)






	 	 	 	(j)  Please identify any of the following relationships you have with any NASD
member:





	 	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Advisor

Officer

Director

Trustee

Founder

Registered Representative

5% Stockholder

Employee

Immediate Family

Broker/Dealer

Promoter

Consultant

Finder

Bridge Lender

General Partner

Limited Partner

Equity Purchaser

Client or Customer

Subordinated Debt Holder

Other

	 	





































 
	 	














































	 	 	 	(k)  If you identified any of the relationships referred to in Item 5(j), please
describe in detail the nature of any such relationship and the NASD member.






	 	 	 	(l)  Do you have any oral and/or written agreements with any NASD member or
registered broker-dealer or any person associated with such NASD member or registered
broker-dealer concerning the disposition of your securities of the Company?






Yes




No




	 	 	 	(m)  If your response to Item 5(l) above is yes, please briefly describe the
facts (including the names of the NASD member or broker-dealer or associate), and
attach copies of any written agreements or correspondence describing such
arrangement.





Certain legal consequences arise from being named as a Selling Shareholder in a Registration
Statement and the related prospectus. Accordingly, beneficial owners of Common Stock are advised to
consult their own securities law counsel regarding the consequences of being named or not being
named as a Selling Shareholder in the Registration Statement and the related prospectus.



The undersigned acknowledges its obligation to comply with the provisions of the Securities
Exchange Act of 1934 and the rules thereunder relating to stock manipulation, particularly
Regulation M thereunder (or any successor rules or regulations), in connection with any offering of
Common Stock pursuant to the Registration Statement. The undersigned agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such provisions.



The undersigned hereby acknowledges and is advised of the following Interpretation A.65 of the July
1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling:



“An Issuer filed a Form S-3 registration statement for a secondary offering of common stock which
is not yet effective. One of the selling shareholders wanted to do a short sale of common stock
“against the box” and cover the short sale with registered shares after the effective date. The
issuer was advised that the short sale could not be made before the registration statement become
effective, because the shares underlying the short sale are deemed to be sold at the time such sale
is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold
prior to the effective date.



By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing
interpretation.



Upon any sale of Common Stock pursuant to the Registration Statement, the Selling Securityholder
will be required to deliver to the Transfer Agent (with a copy to the Company) the Notice of
Transfer (completed and signed) in the form attached as Annex 1 hereto and hereby
undertakes to do so.



In the event that the undersigned transfers all or any portion of the Company’s Common Stock after
the date on which the information in this Questionnaire is provided to the Company, the undersigned
agrees to notify the transferee(s) at the time of transfer of its rights and obligations hereunder.



By signing below, the undersigned consents to the disclosure of the information contained in this
Questionnaire and the inclusion of such information in the Registration Statement, the related
prospectus and any state securities or “Blue Sky” applications. The undersigned understands that
the information in this Questionnaire will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement or related prospectus.



By signing below, the undersigned represents that the information provided herein is accurate and
complete. The undersigned agrees to promptly notify the Company of any inaccuracies or changes in
the information provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.



Once this Questionnaire is executed by the undersigned beneficial holder and received by the
Company, the terms of this Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives and assigns of the Company and shall be governed in all
respects by the internal laws of the State of California.



Dated:      , 2007




(Name) [Please print or type]




By:




(Authorized Signature)




Title:



6



Annex 1




FORM OF NOTICE OF TRANSFER




PURSUANT TO REGISTRATION STATEMENT




American Stock Transfer & Trust Company



6201 15th Avenue



New York, NY 11219



with a copy to:



Clearant, Inc.



11111 Santa Monica Boulevard



Suite 650



Los Angeles, California 90025



Attention: Jon Garfield



	 	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Re:

	 	 
	 	Clearant, Inc. (the “Company”)

Common Stock, par value $0.0001 per share (the “Common Stock”)






Ladies and Gentlemen:



Please be advised that        has transferred        shares of the
Company’s Common Stock pursuant to the Registration Statement (File No.      ) filed by the
Company.



We hereby certify that the prospectus delivery requirements of the Securities Act of 1933, as
amended, have been satisfied with respect to the transfer described above and that the above-named
beneficial owner of Common Stock is named as a selling stockholder in the Prospectus dated
     , 2007 or in amendments or supplements thereto, and that the number of Common Stock
transferred are [all] [a portion] of the Common Stock listed in such Prospectus as amended or
supplemented opposite such owner’s name.



Dated:




Very truly yours,




(Name) [Please print or type]




By:




(Authorized Signature)




Title:



7



EXHIBIT B-3




CLEARANT, INC.




CERTIFICATE FOR CORPORATE, PARTNERSHIP, 




TRUST, FOUNDATION AND JOINT PURCHASERS




If the investor is a corporation, partnership, trust, pension plan, foundation, joint
purchaser (other than a married couple) or other entity, an authorized officer, partner, or trustee
must complete, date and sign this Certificate.



CERTIFICATE




The undersigned certifies that the representations and responses below are true and accurate:



(a) The investor has been duly formed and is validly existing and has full power and authority
to invest in the Company. The person signing on behalf of the undersigned has the authority to
execute and deliver the Stock Purchase Agreement on behalf of the Purchaser and to take other
actions with respect thereto.



(b) Indicate the form of entity of the undersigned:



	 	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	     

	 	

	 	

	 

	 	

	 	

	     




     

	 	 
	 	Limited Partnership

General Partnership

Corporation
	 

	 	

	 	







     Revocable Trust (identify each grantor and indicate under what circumstances the
trust is revocable by the grantor).



(Continue on a separate piece of paper, if necessary.)



     Other type of Trust (indicate type of trust and, for trusts other than pension
trusts, name the grantors and beneficiaries).



(Continue on a separate piece of paper, if necessary.)



     Other form of organization (indicate form of organization ( ).



(c) Indicate the approximate date the undersigned entity was formed:



(d) In order for the Company to offer and sell the Shares in conformance with state and
federal securities laws, the following information must be obtained regarding your investor status.
Please initial each category applicable to you as an investor in the Company.



	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     1. A bank as defined in

Section 3(a)(2) of the Securities

Act, or any savings and loan

association or other institution

as defined in Section 3(a)(5)(A)

of the Securities Act whether

acting in its individual or

fiduciary capacity;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     2. A broker or dealer

registered pursuant to Section 15

of the Securities Exchange Act of

1934;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     3. An insurance company as

defined in Section 2(13) of the

Securities Act;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     4. An investment company

registered under the Investment

Company Act of 1940 or a business

development company as defined in

Section 2(a)(48) of that Act;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     5. A Small Business

Investment Company licensed by the

U.S. Small Business Administration

under Section 301(c) or (d) of the

Small Business Investment Act of

1958;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     6. A plan established and

maintained by a state, its

political subdivisions, or any

agency or instrumentality of a

state or its political

subdivisions, for the benefit of

its employees, if such plan has

total assets in excess of

$5,000,000;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     7. An employee benefit plan

within the meaning of the Employee

Retirement Income Security Act of

1974, if the investment decision

is made by a plan fiduciary, as

defined in Section 3(21) of such

Act, which is either a bank,

savings and loan association,

insurance company, or registered

investment advisor, or if the

employee benefit plan has total

assets in excess of $5,000,000 or,

if a self-directed plan, with

investment decisions made solely

by persons that are accredited

investors;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     8. A private business

development company as defined in

Section 202(a)(22) of the

Investment Advisers Act of 1940;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     9. An organization described

in Section 501(c)(3) of the

Internal Revenue Code,

corporation, Massachusetts or

similar business trust, or

partnership, not formed for the

specific purpose of acquiring the

Shares, with total assets in

excess of $5,000,000;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	     10. A trust, with total

assets in excess of $5,000,000,

not formed for the specific

purpose of acquiring the Shares,

whose purchase is directed by a

sophisticated person as described

in Rule 506(b)(2)(ii) of the

Exchange Act;
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	       11. An entity in which all

of the equity owners qualify under

any of the above subparagraphs. If

the undersigned belongs to this

investor category only, list the

equity owners of the undersigned,

and the investor category which

each such equity owner satisfies:
	
 
	 	 	 	 	 	 






        (Continue on a separate piece of paper, if necessary.)



Please set forth in the space provided below the (i) states, if any, in the U.S. in which you
maintained your principal office during the past two years and the dates during which you
maintained your office in each state, (ii) state(s), if any, in which you are incorporated or
otherwise organized and (iii) state(s), if any, in which you pay income taxes.



Dated: April      , 2007




(Name of Investor) [Please print/type]




By:




(Authorized Signature of Officer,
Partner or Trustee)




Title:



8




CERTIFICATE FOR INDIVIDUAL PURCHASERS




If the investor is a natural person, the investor must complete, date and sign this
Certificate.



CERTIFICATE




The undersigned certifies that the representations and responses below are true and accurate:



(a) The address set forth in the signature page of the Stock Purchase Agreement is my place of
residence.



(b)  In order for the Company to offer and sell the Shares in conformance with state and
federal securities laws, the following information must be obtained regarding your investor status.
Please initial each category applicable to you as an investor in the Company:




     1. My individual net worth, or my joint net worth with my spouse, at the
time of purchase exceeds $1,000,000 (the value of my home, furnishings and automobiles may
be included for purposes of calculating my net worth).




     2. My individual income exceeded $200,000 in each of the two most recent
years, and I have a reasonable expectation of reaching the same income level in the current
year.




     3. My joint income with my spouse exceeded $300,000 in each of the two
most recent calendar years, and we have a reasonable expectation of reaching the same
income level in the current year.



Dated: April      , 2007




(Signature of Investor)




(Name of Investor) [Please print/type]



EXHIBIT C




CLEARANT, INC.




FORM OF TRANSFER AGENT INSTRUCTIONS




April 2, 2007




American Stock Transfer & Trust Company



6201 15th Avenue



New York, NY 11219


Attn: Donna Ansbro



Ladies and Gentlemen:



Reference is made to that certain Stock Purchase Agreement, dated as of March 29, 2007 (the
“Agreement”), by and among Clearant, Inc., a Delaware corporation (the “Company”), and the
purchasers named on the signature pages thereto (collectively, the “Holders”), pursuant to which
the Company is issuing to the Holders shares (the “Shares”) of Common Stock of the Company, par
value $0.0001 per share (the “Common Stock”).



This letter shall serve as our irrevocable authorization and direction to you (provided that
you are the transfer agent of the Company at such time) to issue shares of Common Stock upon
transfer or resale of the Shares.



You acknowledge and agree that so long as you have previously received (a) written
confirmation from the Company’s legal counsel that either (i) a registration statement covering
resales of the Shares has been declared effective by the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) sales of
the Shares may be made in conformity with Rule 144 under the Securities Act (“Rule 144”) and (b) if
applicable, a copy of such registration statement, then, unless otherwise required by law, within
three (3) business days of your receipt of the notice referred to in (ii above), you shall issue
the certificates representing the Shares so sold to the transferees registered in the names of such
transferees, and such certificates shall not bear any legend restricting transfer of the Shares
thereby and should not be subject to any stop-transfer restriction.



A form of written confirmation (to be used in connection with any sale) from the Company’s
outside legal counsel that a registration statement covering resales of the Shares has been
declared effective by the Commission under the Securities Act is attached hereto as Annex
1.



Please be advised that the Holders are relying upon this letter as an inducement to enter into
the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions.



Please execute this letter in the space indicated to acknowledge your agreement to act in
accordance with these instructions.



Very truly yours,



CLEARANT, INC.



By:

Name:

Title:




ACKNOWLEDGED AND AGREED:



AMERICAN STOCK TRANSFER & TRUST COMPANY



By:



Name:



Title:


Date:



9



Annex 1




FORM OF NOTICE OF EFFECTIVENESS




OF REGISTRATION STATEMENT




Re: Clearant, Inc.



Ladies and Gentlemen:



We are counsel to Clearant, Inc., a Delaware corporation (the “Company”), and have represented
the Company in connection with that certain Stock Purchase Agreement, dated as of April      , 2007,
entered into by and among the Company and the buyers named therein (collectively, the “Purchasers”)
pursuant to which the Company issued to the Purchasers shares of the Company’s Common Stock, par
value $0.0001 per share (the “Common Stock”). Pursuant to that certain Registration Rights
Agreement of even date, the Company agreed to register the resale of the Common Stock (the
“Shares”) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with
the Company’s obligations under the Registration Rights Agreement, on , 2005, the Company filed a
Registration Statement (File No.      ) (the “Registration Statement”) with the Securities and
Exchange Commission (the “Commission”) relating to the Shares which names each of the Purchasers as
a selling stockholder thereunder.



In connection with the foregoing, we advise you that a member of the Commission’s staff has
advised us by telephone that the Commission has entered an order declaring the Registration
Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the staff, that
any stop order suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the Commission and the Shares are available for
resale under the Securities Act pursuant to the Registration Statement.



This letter shall serve as our standing notice to you that the Common Stock may be freely
transferred by the Purchasers pursuant to the Registration Statement so long as the Holders certify
they have complied with the prospectus delivery requirements of the Securities Act. You need not
require further letters from us to effect any future legend-free issuance or reissuance of shares
of Common Stock to the transferees of the Purchasers as contemplated by the Company’s Irrevocable
Transfer Agent Instructions dated March 29, 2007. This letter shall serve as our standing
instructions with regard to this matter.



10



EXHIBIT D




CLEARANT, INC




FORM OF LEGAL OPINION OF DREIER STEIN & KAHAN LLP




Based on the foregoing, and subject to the qualifications and assumptions stated herein, we
are of the opinion that:



1.  The Company is a corporation validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as presently being conducted.



2.  The Company is duly qualified to transact business and is in good standing as a foreign
corporation in the State of California.



3.  The Shares to be issued by the Company pursuant to the Agreement have been duly authorized
and, when issued and delivered in the manner contemplated by the Agreement, will be validly issued,
fully paid and nonassessable, and free of preemptive rights arising under law or pursuant to the
Company’s Certificate of Incorporation.



4.  The Company has all requisite corporate power and authority to execute and deliver the
Transaction Documents and to perform its obligations thereunder. The execution, delivery and
performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby have been duly authorized by all requisite corporate action on
the part of the Company.



6.  The Agreement has been duly and validly executed and delivered by the Company and
(assuming the due authorization, execution and delivery thereof by the Purchasers) constitutes the
legal, valid and binding obligation of the Company, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
conservatorship, moratorium and similar laws affecting creditors’ rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (irrespective of whether enforcement is
sought in a proceeding at law or in equity) and except that (A) rights to indemnification and
contribution thereunder may be limited by federal or state securities laws or public policy
relating thereto, (B) no opinion is expressed herein with respect to Sections 6.7 and 6.8 of the
Agreement and (C) certain remedial provisions of the Agreement are or may be unenforceable in whole
or in part under the laws of the State of California, but the inclusion of such provisions does not
affect the validity of the Agreement.



7.  The execution and delivery by the Company of the Agreement, and the performance by the
Company with its obligations thereunder, do not constitute a default under or violate (i) any
provisions of the Certificate of Incorporation or by-laws of the Company presently in effect,
(ii) any of the terms or provisions of any material document, agreement or other instrument to
which the Company is a party or by which it is bound, of which we are aware, (iii) any California,
Delaware corporate or United States federal law or regulation (other than federal and state
securities or “blue sky” laws, as to which we express no opinion in this paragraph 7), or (iv) any
judgment, writ, injunction, decree, order or ruling of any California, Delaware corporate or United
States federal court or public or governmental authority binding on the Company, of which we are
aware.



8.  No consent, approval, waiver, license or authorization or other action by or filing or
registration with any California, Delaware corporate or United States federal public or
governmental authority is required in connection with the valid execution and delivery by the
Company of the Agreement or the consummation by the Company of the transactions contemplated
thereby, except for filings, registrations and other actions required pursuant to the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules
and regulations thereunder, filings by or on behalf of the underwriters with the Corporate
Financing Department of the National Association of Securities Dealers, Inc., filings in connection
with state securities or “blue sky” laws, in each case as to which we express no opinion in this
paragraph 8, and those which already have been obtained by the Company.



9.  Except as set forth in the Company’s SEC Reports or as otherwise identified in any
Transaction Document, to our knowledge there is no litigation, proceeding or public or governmental
investigation pending or threatened in writing against the Company that relates to the transactions
contemplated by the Agreement.



10.  Our opinion has been requested as to the availability of the exemption from the
registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities
Act”), provided by Regulation D thereunder (“Regulation D”), with respect to the sale of the Shares
pursuant to the Agreement. Based upon and subject to the following assumptions, we are of the
opinion that the sale of the Shares by the Company complies with the provisions of Regulation D,
and, accordingly, such sale may be effected without registration under the Act in reliance on
Regulation D. We are relying on the representation of the Company contained in the Agreement as to
no general solicitation and the representations of the Purchasers contained in the Agreement,
including without limitation to the effect that the Purchaser (i) is an “accredited investor”
within the meaning of Regulation D under the Securities Act, (ii) has such knowledge and experience
in financial and business matters that the Purchaser is capable of evaluating the merits and risks
of the prospective investment, and (iii) is acquiring the Shares for its own account, for
investment purposes and without a view to distribution. The Shares are legended to reflect that
they have not been registered under the Securities Act or the securities laws of any state and may
not be sold or transferred in the absence of such registration or an exemption therefrom under the
Securities Act and such state securities laws.




11