Common use of Future Sales Clause in Contracts

Future Sales. The Company will not, during the period of the Public Offering and for a period of five years from the Effective Date, without the Representative's prior written consent, offer, sell, contract to sell, grant an option relating to, or otherwise dispose of, any securities of the Company, except for the issuance of shares of Common Stock to be issued (a) pursuant to options or options currently reserved for future grant and disclosed in the Registration Statement and Prospectus, (b) pursuant to and in order to consummate a merger with or acquisition from an unaffiliated party in a transaction negotiated at arms' length and approved by a majority of the Company's Board of Directors, (c) in a public offering, at a price not less than 90% of the average of the closing bid prices of the Common Stock as reported on The Nasdaq SmallCap Market for the 20 consecutive trading day period immediately preceding the date of sale (the "Exempt Price"), and (d) in a private sale at a price not less than 75% of the Exempt Price.

Future Sales. The Company will not, during the period of the Public Offering and for a period of five years twelve months from the Effective Date, without the Representative's prior written consent, offer, sell, contract to sell, grant an option relating to, or otherwise dispose of, any securities of the Company, except for the issuance of shares of Common Stock to be issued (a) pursuant to the exercise of options or options currently reserved for future grant and disclosed in the Registration Statement and Prospectus, (b) pursuant to and in order to consummate a merger with or acquisition from an unaffiliated party in a transaction negotiated at arms' length and approved by a majority of the Company's Board of Directors, (c) in a public offering, at a price not less than 90% of the average of the closing bid prices of the Common Stock as reported on The Nasdaq SmallCap Market Market(R) for the 20 21 consecutive trading day period immediately preceding the date of sale (the "Exempt Price"), and (d) in a private sale at a price not less than 7570% of the Exempt Price.