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DOCUMENT TITLE:  INVESTMENT AGREEMENT .
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Clause Heading
1.1 - Initial Investment.
1.2 - Subsequent Investment.
1.3 - Convertible Preferred Stock.
1.4 - Effective Date; Closing.
1.5 - Board of Directors.
1.6 - Valuation of UEEC Stock.
1.7 - Registration of UEEC Stock.
3.1 - Organization.
3.2 - Authority Relative to this Agreement.
3.3 - No Conflict; Required Filings and Consents.
3.4 - Litigation.
4.1 - Organization.
4.2 - Authority Relative to this Agreement.
4.3 - No Conflict; Required Filings and Consents.
4.4 - Financial Statements.
4.5 - Real and Personal Property.
4.6 - Absence of Undisclosed Liabilities.
4.7 - Absence of Certain Changes.
4.8 - Litigation.
4.9 - Contracts.
4.10 - Intellectual Property.
4.12 - Receivables; Payables.
4.13 - Licenses, Permits and Consents; Compliance with Applicable Law.
4.14 - Insurance.
4.15 - Tax Matters.
4.16 - Books and Records.
4.17 - Entire Business.
4.18 - Employee Benefit Plans.
4.19 - Suppliers and Customers.
4.20 - Product Warranties, Product Return Policies and Service Warranties.
4.21 - Employees:
4.22 - Environmental, Health and Safety Matters.
4.23 - Absence of Certain Business Practices.
4.24 - Disclosure.
4.25 - Broker's or Finder's Fees.
4.27 - Subsidiary or Affiliated Companies.
5.1 - Conditions to Obligations of Each Party.
5.2 - Conditions to Obligations of UEEC.
5.3 - Additional Conditions to Obligations of SSC.
7.1 - Entire Agreement.
7.2 - Headings.
7.3 - Governing Law; Venue.
7.4 - Assignment.
7.5 - Counterparts.
7.6 - Notices.
7.7 - Descriptive Headings.
7.8 - Parties in Interest.