Common use of Placement Agent Securities Clause in Contracts

Placement Agent Securities. At each closing, the Placement Agent will receive five year warrants to purchase 4,500 shares of Common Stock for each Unit sold in the Offering (the "Placement Agent Warrants"). The Placement Agent Warrants shall be exercisable at $1.75 per share at any time from the first Closing Date and expiring five years thereafter (the "Warrant Exercise Term"). The Placement Agent shall receive the Placement Agent Warrants in consideration of its services rendered in connection with the private placement. The Placement Agent Warrants to be received by the Placement Agent and the underlying shares of Common Stock issuable upon exercise thereof are collectively referred to as the "Placement Agent Securities." The purchase price of the shares issuable pursuant to the Placement Agent Warrants, shall be payable in cash, by certified bank check and/or in lieu of cash, a warrant holder may exercise its Warrants through a cashless exercise. In this respect, at any time during the Warrant Exercise Term, the Holder may, at its option, exchange the Placement Agent Warrants, in whole or in part (a "Warrant Exchange"), into the number of fully paid and non-assessable Warrant Shares determined in accordance with this Section 2, by surrendering the Placement Agents Warrants which shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (A) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Share Number") less (B) the number of Warrant Shares equal to the quotient obtained by dividing (i) the product of the Total Share Number and the existing Exercise Price (i.e. $1.75 per share) per Share by (ii) the Market Price (as hereafter defined) of a share of Common Stock. All documentation and procedures to be followed in connection with such "cashless exercise" shall be approved in advance by the Company, which approval shall be expeditiously provided and not unreasonably withheld. The Market Price of any shares of Common Stock or Placement Agent Warrants to purchase shares so surrendered shall be based upon the value of the Company's Common Stock at the close of business on the day before exercise based upon the following: (i) if the shares of Common Stock are not listed and traded upon a recognized securities exchange and there is no report of stock prices with respect to the shares of Common Stock published by a recognized stock quotation service, the Company's Board of Directors shall value the shares of Common Stock in good faith; or (ii) if the shares of Common Stock are not then listed and traded upon a recognized securities exchange or quoted on the NASDAQ Stock Market, and there are reports of stock prices by a recognized quotation service, upon the basis of the last reported sale or transaction price of such stock as reported by a recognized quotation service, or, if there is no last reported sale or transaction price on the day before exercise, then upon the basis of the mean of the last reported closing bid and closing asked prices for such stock on the date nearest preceding that day; or (iii) if the shares of Common Stock shall be then listed and traded upon a recognized securities exchange or quoted on the NASDAQ Stock Market, upon the basis of the last reported sale or transaction price at which shares of Common Stock were traded on such recognized securities exchange or NASDAQ Stock Market or, if the shares of Common Stock were not traded on the day before exercise, upon the basis of the last reported sale or transaction price on the date nearest preceding that date. In the event the Company is acquired for either stock, notes, securities, cash or any combination thereof, the holders of the Placement Agent Warrants shall have the option to use the purchase price of the Shares as the value of the Common Stock if the Warrants are being exercised on or about the time of such acquisition. The Placement Agent Warrants shall contain broad-based weighted average anti-dilution provisions to protect the holders of such Warrants from dilution. Such provisions shall be mutually agreed to by the Placement Agent and the Company. Commencing 12 months after the final closing date of this offering and expiring four years thereafter, upon request of the Placement Agent or the holders of a majority of the Placement Agent Securities, on one occasion only at the Company's sole expense, the Company shall file a registration statement under the Act with the Securities and Exchange Commission (the "Commission") to register the Placement Agent Securities for resale unless such shares can be resold without volume restriction pursuant to Rule 144. The Company agrees to register such securities expeditiously and, where possible, within forty-five (45) business days after receipt of such request. The Company agrees to use its "best efforts" to cause the registration statement to become effective as soon as possible and to keep such registration statement current until the earlier of (i) 18 months from the initial effective date of the registration statement or (ii) the sale of all registered securities, so that the holders of Placement Agent Securities can publicly offer their shares for sale. The Placement Agent may demand registration without the holders of the Placement Agent Securities being required to exercise the Placement Agent Warrants and acquire the underlying securities. Commencing 12 months after the final closing date of this Offering and expiring four years thereafter, in the event that the Company should file a Registration Statement with the Commission pursuant to the Act, regardless of whether some of the holders of the Placement Agent Securities shall have theretofore availed themselves of the right provided in the preceding paragraph, the Company, at its own expense, will offer to said holders the opportunity to register for resale to the public the Placement Agent Securities. This paragraph is not applicable to a Registration Statement filed by the Company with the SEC on Form S-8 or any other inappropriate form. The piggy-back registration rights described in this paragraph shall be unlimited until such time as the current holders of the Placement Agent Securities have notified the Company that they no longer own such securities.

Placement Agent Securities. At each closing, the Placement Agent will receive five year warrants to purchase 4,500 3,125 shares of Common Stock for each Unit sold in the Offering (the "Placement Agent Warrants"). The Placement Agent Warrants shall be exercisable at $1.75 4.80 per share at any time from the first Closing Date and expiring five years thereafter (the "Warrant Exercise Term"). The Placement Agent shall receive the Placement Agent Warrants in consideration of its services rendered in connection with the private placement. The Placement Agent Warrants to be received by the Placement Agent and the underlying shares of Common Stock issuable upon exercise thereof are collectively referred to as the "Placement Agent Securities." The purchase price of the shares issuable pursuant to the Placement Agent Warrants, shall be payable in cash, by certified bank check and/or in lieu of cash, a warrant holder may exercise its Warrants through a cashless exercise. In this respect, at any time during the Warrant Exercise Term, the Holder may, at its option, exchange the Placement Agent Warrants, in whole or in part (a "Warrant Exchange"), into the number of fully paid and non-assessable Warrant Shares determined in accordance with this Section 2, by surrendering the Placement Agents Warrants which shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (A) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Share Number") less (B) the number of Warrant Shares equal to the quotient obtained by dividing (i) the product of the Total Share Number and the existing Exercise Price (i.e. $1.75 4.80 per share) per Share by (ii) the Market Price (as hereafter defined) of a share of Common Stock. All documentation and procedures to be followed in connection with such "cashless exercise" shall be approved in advance by the Company, which approval shall be expeditiously provided and not unreasonably withheld. The Market Price of any shares of Common Stock or Placement Agent Warrants to purchase shares so surrendered shall be based upon the value of the Company's Common Stock at the close of business on the day before exercise based upon the following: (i) if the shares of Common Stock are not listed and traded upon a recognized securities exchange and there is no report of stock prices with respect to the shares of Common Stock published by a recognized stock quotation service, on the Company's Board basis of Directors shall value the most recent purchases and sales of the shares of Common Stock by the Company in good faitharms-length transactions; or (ii) if the shares of Common Stock are not then listed and traded upon a recognized securities exchange or quoted on the NASDAQ Stock Market, and there are reports of stock prices by a recognized quotation service, upon the basis of the last reported sale or transaction price of such stock as reported by a recognized quotation service, or, if there is no last reported sale or transaction price on the day before exercise, then upon the basis of the mean of the last reported closing bid and closing asked prices for such stock on the date nearest preceding that day; or (iii) if the shares of Common Stock shall be then listed and traded upon a recognized securities exchange or quoted on the NASDAQ Stock Market, upon the basis of the last reported sale or transaction price at which shares of Common Stock were traded on such recognized securities exchange or NASDAQ Stock Market or, if the shares of Common Stock were not traded on the day before exercise, upon the basis of the last reported sale or transaction price on the date nearest preceding that date. In the event the Company is acquired for either stock, notes, securities, cash or any combination thereofthereof in a "Change of Control" (as herein defined) transaction that is approved by the Company's Board of Directors, the holders of the Placement Agent Warrants shall have the option to use the purchase price of value attributable to the Shares Common Stock in the transaction as the value of the Common Stock Stock. A "Change in Control" shall be deemed to have occurred if the Warrants are being exercised on any person, or about the time any two or more persons acting as a group, and all affiliates of such acquisitionperson or persons, who prior to such time owned less than fifty percent (50%) of the then outstanding Common Stock, shall acquire such additional shares of Common Stock in one or more transactions, or series of transactions, such that following such transaction or transactions, such person or group and affiliates beneficially own fifty percent (50%) or more of the Common Stock outstanding. The Placement Agent Warrants shall contain broad-based weighted average anti-dilution provisions rights to protect the holders of such Warrants from dilution. Such provisions The Placement Agent Warrants shall be mutually agreed to by also contain a demand registration right after the expiration of one year from the completion of the minimum offering and "piggy-back" registration rights until the expiration date(s) of the Placement Agent and the CompanyWarrants. Commencing 12 months after the final closing date of this offering and expiring four years thereafter, upon request of These registration rights if exercised by the Placement Agent or the holders of a majority the Placement Agent Warrants and/or underlying securities shall be at the sole expense of the Company except that the Company shall not be responsible for the sales commissions relating to the sale of the shares underlying the Placement Agent Warrants. The foregoing registration rights shall not apply in the event counsel to the Company indicates in writing to the Placement Agent that the resale of the shares of Common Stock issuable upon exercise of the Placement Agent Securities, on one occasion only at the Company's sole expense, the Company shall file a registration statement under the Act with the Securities and Exchange Commission (the "Commission") to register the Placement Agent Securities for resale unless such shares can be resold without volume restriction Warrants will tack its holding period pursuant to Rule 144. The Company agrees 144(d) back to register such securities expeditiously and, where possible, within forty-five (45the original date(s) business days after receipt of such request. The Company agrees to use its "best efforts" to cause the registration statement to become effective as soon as possible and to keep such registration statement current until the earlier of (i) 18 months from the initial effective date of the registration statement or (ii) the sale of all registered securities, so that the holders of Placement Agent Securities can publicly offer their shares for sale. The Placement Agent may demand registration without the holders issuance of the Placement Agent Securities being required to Warrants in the event the holders exercise the Placement Agent Warrants and acquire exclusively through the underlying securitiescashless exercise provisions contained therein. Commencing 12 months after the final closing date The form of this Offering and expiring four years thereafter, in the event that the Company should file a Registration Statement with the Commission pursuant to the Act, regardless of whether some of the holders of the Placement Agent Securities shall have theretofore availed themselves of the right provided in the preceding paragraph, the Company, at its own expense, will offer to said holders the opportunity to register for resale to the public the Placement Agent Securities. This paragraph Warrant is not applicable to a Registration Statement filed by the Company with the SEC on Form S-8 or any other inappropriate form. The piggy-back registration rights described in this paragraph shall be unlimited until such time as the current holders of the Placement Agent Securities have notified the Company that they no longer own such securitiesappended hereto.