Common use of Common Stock Warrant Clause in Contracts

Common Stock Warrant. Concurrent with the execution of this Agreement, Company shall grant to the Consultant a common stock warrant (the “Warrant”) entitling the Consultant to purchase up to 400,000 shares of common stock of the Company at $1.70 per share. The Warrant shall be fully exercisable immediately, shall expire on December 31, 2019, and shall be freely assignable in whole or in part by Consultant. Concurrent with the issuance of the Warrant, the Company agrees to register the shares underlying the Warrant for resale. In connection with the registration of the shares underlying the Warrant, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed by March 21, 2009, and (ii) the registration statement covering the shares is not declared effective within 90 days of filing. On each anniversary of this Agreement, Company shall grant to the Consultant an additional common stock warrant (“Anniversary Warrant Grant”) (which together with the original Warrant shall be known as the “Warrants”), entitling the Consultant to purchase that number of shares of Company Common Stock which is equal to 1% of the sum of (a) the number of then outstanding shares of Company Common Stock, plus (b) the number of shares of Company Common Stock underlying then outstanding warrants, options and other derivative rights for the purchase of Company Common Stock which are at that time both immediately exercisable and in the money. The exercise price of each such Anniversary Warrant shall be equal to the average closing price over the twenty consecutive trading days immediately preceding the Anniversary. Each Warrant shall be fully exercisable immediately, shall have a term of ten years, and shall be freely assignable in whole or in part by Consultant. . Concurrent with the issuance of the Anniversary Warrant Grant, the Company agrees to register the shares underlying the Anniversary Warrant Grant for resale. In connection with the registration of the shares, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed within 60 days from each Anniversary Warrant Grant, and (ii) the registration statement covering the shares is not declared effective within 90 days from the filing date. Concurrent with the execution of this Agreement and concurrent with the issuance of any Anniversary Warrant Grants, the parties shall prepare or cause to be prepared, execute and deliver to each other a mutually acceptable form of Common Stock Warrant Agreement representing the Company’s grant of all warrants described in the foregoing. The agreement shall contain customary terms and conditions, including without limitation provisions for cashless exercise and one demand registration right for Consultant’s benefit which shall survive the Company’s commitment to register the shares as provided for herein. The demand right shall require Company to prepare and file an appropriate registration statement with the Securities and Exchange Commission within ninety (90) days of receipt of notice of demand from Consultant, and shall require Company to exercise reasonable, good faith efforts to cause such registration statement to become effective with the Securities and Exchange Commission as soon as reasonably practicable after filing and to remain in effect for a reasonable period of time for Consultant to complete secondary market sales of the shares registered thereby. Company shall have the right to postpone the filing of a registration statement for a period not to exceed thirty (30) days, which right Company shall be permitted to exercise only under circumstances customarily entitling issuers to postpone demand registrations, as mutually agreed upon between the parties and set forth in the agreement(s) referring to the Warrants. Company shall have reserved from shares of its common stock held in treasury or from authorized and unissued shares of its common stock, or from a combination of the two, a sufficient number of shares of common stock to support the exercise of the Warrants in full, and prior to delivery of the Warrants, the Company shall have taken all steps necessary to assure that such shares, upon issuance in connection with the exercise of the relevant Warrant, will constitute duly authorized, fully-paid, non-assessable, validly issued and outstanding shares of common stock of Company. Company also shall have taken all steps necessary to assure that the shares underlying the Warrants have been approved upon issuance for quotation or listing in the quotation system or on the stock exchange on or through which the Company’s common stock is traded. Consultant understands that the Company’s common stock presently is quoted on the NYSE - AMEX. The Warrants shall survive the expiration or termination of this Agreement.

Common Stock Warrant. Concurrent with the Upon execution of this Agreementagreement, Company shall grant to the Consultant a common stock warrant (the “Warrant”) entitling the Consultant to purchase up to 400,000 300,000 shares of common stock of the Company at $1.70 3.00 per share. The Warrant shall be fully exercisable immediatelyexpires on September 30, shall expire on December 31, 2019, 2029 and shall be is freely assignable in whole or in part by Consultant. Concurrent with Said Warrant to contain a mutually acceptable blocker clause limiting the issuance Consultant’s ability to at any time acquire more than 4.9% of the Warrant, Company’s common stock without the Company agrees to register the shares underlying the Warrant for resale. In connection with the registration of the shares underlying the Warrant, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed by March 21, 2009, and (ii) the registration statement covering the shares is not declared effective within 90 days of filingCompany’s written approval. On each anniversary of this AgreementAgreement prior to the Expiration Date, Company shall further grant to the Consultant an additional common stock warrant (“Anniversary Warrant Grant”) (which together with the original Warrant shall be known as the “Warrants”), entitling the Consultant to purchase that number of shares of Company Common Stock which is equal to 1% of the sum of (a) the number of then outstanding shares of Company Common Stock, plus (b) the number of shares of Company Common Stock underlying then outstanding warrants, options and other derivative rights for the purchase of Company Common Stock which are at that time both immediately exercisable and in the money. The exercise price of each such Anniversary Warrant shall be equal to the average closing price over the twenty consecutive trading days immediately preceding the Anniversary. Each Warrant shall be fully exercisable immediately, shall have a term of ten years, and shall be freely assignable in whole or in part by Consultant. . Concurrent with the issuance of the Anniversary Warrant Grant, the Company agrees to register the shares underlying the Anniversary Warrant Grant for resale. In connection with the registration of the shares, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed within 60 days from each Anniversary Warrant Grant, and (ii) the registration statement covering the shares is not declared effective within 90 days from the filing date. Concurrent with the execution of this Agreement and concurrent with the issuance of any Anniversary Warrant Grants, the parties shall prepare or cause to be prepared, execute and deliver to each other a mutually acceptable form of Common Stock Warrant Agreement representing the Company’s grant of all warrants described in the foregoing. The agreement shall contain customary terms and conditions, including without limitation provisions for cashless exercise and one demand registration right for Consultant’s benefit which shall survive the Company’s commitment to register the shares as provided for herein. The demand right shall require Company to prepare and file an appropriate registration statement with the Securities and Exchange Commission within ninety (90) days of receipt of notice of demand from Consultant, and shall require Company to exercise reasonable, good faith efforts to cause such registration statement to become effective with the Securities and Exchange Commission as soon as reasonably practicable after filing and to remain in effect for a reasonable period of time for Consultant to complete secondary market sales of the shares registered thereby. Company shall have the right to postpone the filing of a registration statement for a period not to exceed thirty (30) days, which right Company shall be permitted to exercise only under circumstances customarily entitling issuers to postpone demand registrations, as mutually agreed upon between the parties and set forth in the agreement(s) referring to the Warrantsexercise. Company shall have reserved from shares of its common stock held in treasury or from authorized and unissued shares of its common stock, or from a combination of the two, a sufficient number of shares of common stock to support the exercise of the Warrants in full, and prior to delivery of the Warrants, the Company shall have taken all steps necessary to assure that such shares, upon issuance in connection with the exercise of the relevant Warrant, will constitute duly authorized, fully-paid, non-assessable, validly issued and outstanding shares of common stock of Company. Company also shall have taken all steps necessary to assure that the shares underlying the Warrants have been approved upon issuance for quotation or listing in the quotation system or on the stock exchange on or through which the Company’s common stock is traded. Consultant understands that the Company’s common stock presently is quoted on the NYSE - AMEXNASDAQ Global Market. The Warrants shall survive the expiration or termination of this Agreement. During the term of this Agreement and for so long thereafter during which there remain outstanding any Warrants granted to Consultant under this Agreement or any shares of Company Common Stock acquired through the exercise of any such Warrants which at that time remain subject to resale restrictions on account of having been issued in an unregistered transaction(s), the holder(s) of such Warrant(s) and shares shall have piggyback registration rights with respect to all such outstanding shares and all shares underlying such unexercised Warrants (together the “Outstanding Warrant Shares”). More specifically, if at any time during which any Warrant Shares remain outstanding and are subject to resale restrictions on account of having been issued in an unregistered transaction(s), Company files any registration statement for the issuance, sale and/or resale of any shares of its capital stock of the same class as the such Warrant Shares, then Company shall be obligated to include in such registration statement the resale of all such Warrant Shares by the holder(s) thereof. These piggyback registration rights shall be explicitly provided for in the Common Stock Warrant Agreement(s) described above. Consultant’s exercise of any such piggyback registration rights shall be subject to the following conditions and restrictions: (i) If such rights are exercised in connection with an underwritten offering of shares of capital stock of Company, then Company shall not be required to include any Warrant Shares in such underwritten offering unless Consultant accepts the terms of the underwriting as agreed upon between Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of Company’s capital stock offering; (ii) For the avoidance of doubt, in no event shall Company be required to file a post-effective amendment to any registration statement currently in effect as of the date of this Agreement in order to accommodate Consultant’s exercise of the piggyback registration rights granted pursuant to this Section 4 of this Agreement; and (iii) The piggyback registration rights described in this Section 4 of this Agreement shall not apply with respect to any Warrant Shares which Consultant may sell pursuant to Rule 144(k) or which Consultant otherwise may sell in compliance with the Securities Act of 1933, as amended, and applicable state securities laws without volume, manner of sale or other limitations or restrictions.

Common Stock Warrant. Concurrent with On the execution of this Agreementdate hereof, Company shall grant has granted to the Consultant a common stock warrant (the “Warrant”) entitling the Consultant to purchase up to 400,000 750,000 shares of common stock of the Company at $1.70 0.70 per share. The Warrant shall be fully exercisable immediatelyexpires on November 1, shall expire on December 31, 2019, 2023 and shall be is freely assignable in whole or in part by Consultant. Concurrent with the issuance of the Warrant, the Company Consultant further agrees not to register the shares underlying exercise the Warrant for resale. In connection with the registration of the shares underlying the Warrantprior to November 1, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days 2014, except in the event: (i) event of a registration statement covering the shares is not filed by March 21, 2009, and (ii) the registration statement covering the shares is not declared effective within 90 days “Change in Control of filingCompany” as defined below in section 11. On each anniversary of this AgreementAgreement prior to the Expiration Date, Company shall further grant to the Consultant an additional common stock warrant (“Anniversary Warrant Grant”) (which together with the original Warrant shall be known as the “Warrants”), entitling the Consultant to purchase that number of shares of Company Common Stock which is equal to 1% of the sum of (a) the number of then outstanding shares of Company Common Stock, plus (b) the number of shares of Company Common Stock underlying then outstanding warrants, options and other derivative rights for the purchase of Company Common Stock which are at that time both immediately exercisable and in the money. The exercise price of each such Anniversary Warrant shall be equal to the average closing price over the twenty consecutive trading days immediately preceding the Anniversary. Each Warrant shall be fully exercisable immediately, shall have a term of ten years, and shall be freely assignable in whole or in part by Consultant. . Concurrent with the issuance of the Anniversary Warrant Grant, the Company agrees to register the shares underlying the Anniversary Warrant Grant for resale. In connection with the registration of the shares, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed within 60 days from each Anniversary Warrant Grant, and (ii) the registration statement covering the shares is not declared effective within 90 days from the filing date. Concurrent with the execution of this Agreement and concurrent with the issuance of any Anniversary Warrant Grants, the parties shall prepare or cause to be prepared, execute and deliver to each other a mutually acceptable form of Common Stock Warrant Agreement representing the Company’s grant of all warrants described in the foregoing. The agreement shall contain customary terms and conditions, including without limitation provisions for cashless exercise and one demand registration right for Consultant’s benefit which shall survive the Company’s commitment to register the shares as provided for herein. The demand right shall require Company to prepare and file an appropriate registration statement with the Securities and Exchange Commission within ninety (90) days of receipt of notice of demand from Consultant, and shall require Company to exercise reasonable, good faith efforts to cause such registration statement to become effective with the Securities and Exchange Commission as soon as reasonably practicable after filing and to remain in effect for a reasonable period of time for Consultant to complete secondary market sales of the shares registered thereby. Company shall have the right to postpone the filing of a registration statement for a period not to exceed thirty (30) days, which right Company shall be permitted to exercise only under circumstances customarily entitling issuers to postpone demand registrations, as mutually agreed upon between the parties and set forth in the agreement(s) referring to the Warrantsexercise. Company shall have reserved from shares of its common stock held in treasury or from authorized and unissued shares of its common stock, or from a combination of the two, a sufficient number of shares of common stock to support the exercise of the Warrants in full, and prior to delivery of the Warrants, the Company shall have taken all steps necessary to assure that such shares, upon issuance in connection with the exercise of the relevant Warrant, will constitute duly authorized, fully-paid, non-assessable, validly issued and outstanding shares of common stock of Company. Company also shall have taken all steps necessary to assure that the shares underlying the Warrants have been approved upon issuance for quotation or listing in the quotation system or on the stock exchange on or through which the Company’s common stock is traded. Consultant understands that the Company’s common stock presently is quoted on the NYSE - AMEXNASDAQ Global Market. The Warrants shall survive the expiration or termination of this Agreement. During the term of this Agreement and for so long thereafter during which there remain outstanding any Warrants granted to Consultant under this Agreement or any shares of Company Common Stock acquired through the exercise of any such Warrants which at that time remain subject to resale restrictions on account of having been issued in an unregistered transaction(s), the holder(s) of such Warrant(s) and shares shall have piggyback registration rights with respect to all such outstanding shares and all shares underlying such unexercised Warrants (together the "Outstanding Warrant Shares"). More specifically, if at any time during which any Warrant Shares remain outstanding and are subject to resale restrictions on account of having been issued in an unregistered transaction(s), Company files any registration statement for the issuance, sale and/or resale of any shares of its capital stock of the same class as the such Warrant Shares, then Company shall be obligated to include in such registration statement the resale of all such Warrant Shares by the holder(s) thereof. These piggyback registration rights shall be explicitly provided for in the Common Stock Warrant Agreement(s) described above. Consultant's exercise of any such piggyback registration rights shall be subject to the following conditions and restrictions: (i) If such rights are exercised in connection with an underwritten offering of shares of capital stock of Company, then Company shall not be required to include any Warrant Shares in such underwritten offering unless Consultant accepts the terms of the underwriting as agreed upon between Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of Company's capital stock offering; (ii) For the avoidance of doubt, in no event shall Company be required to file a post-effective amendment to any registration statement currently in effect as of the date of this Agreement in order to accommodate Consultant's exercise of the piggyback registration rights granted pursuant to this Section 4 of this Agreement; and (iii) The piggyback registration rights described in this Section 4 of this Agreement shall not apply with respect to any Warrant Shares which Consultant may sell pursuant to Rule 144(k) or which Consultant otherwise may sell in compliance with the Securities Act of 1933, as amended, and applicable state securities laws without volume, manner of sale or other limitations or restrictions.

Common Stock Warrant. Concurrent with On the execution of this Agreementdate hereof, Company shall will grant to the Consultant a common stock warrant (the “Warrant”) entitling the Consultant to purchase up to 400,000 shares of common stock of the Company at $1.70 per sharea price equal to the average closing price over the twenty consecutive trading days immediately preceding execution. The Warrant shall be fully exercisable immediately, shall expire on December 31October 30, 2019, 2026 and shall be is freely assignable in whole or in part by Consultant. Concurrent with the issuance of the Warrant, the Company agrees to register the shares underlying the Warrant for resale. In connection with the registration of the shares underlying the Warrant, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed by March 21, 2009, and (ii) the registration statement covering the shares is not declared effective within 90 days of filing. On each anniversary of this AgreementAgreement prior to the Expiration Date, Company shall further grant to the Consultant an additional common stock warrant (“Anniversary Warrant Grant”) (, which together with the original Warrant all previously received warrants under this Agreement shall be known as the “Warrants”), entitling the Consultant to purchase that number of 400,000 shares of Company Common Stock which is equal to 1% of the sum of (a) the number of then outstanding shares of Company Common Stock, plus (b) the number of shares of Company Common Stock underlying then outstanding warrants, options and other derivative rights for the purchase of Company Common Stock which are at that time both immediately exercisable and in the money. The exercise price of each such Anniversary Warrant shall be equal to the average closing price over the twenty consecutive trading days immediately preceding the Anniversary. Each Warrant shall be fully exercisable immediately, shall have a term of ten years, and shall be freely assignable in whole or in part by Consultant. . Concurrent with the issuance of the Anniversary Warrant Grant, the Company agrees to register the shares underlying the Anniversary Warrant Grant for resale. In connection with the registration of the shares, the Company agrees to pay consultant a penalty of 1% additional warrants per each 30 days in the event: (i) a registration statement covering the shares is not filed within 60 days from each Anniversary Warrant Grant, and (ii) the registration statement covering the shares is not declared effective within 90 days from the filing date. Concurrent with the execution of this Agreement and concurrent with the issuance of any Anniversary Warrant Grants, the parties shall prepare or cause to be prepared, execute and deliver to each other a mutually acceptable form of Common Stock Warrant Agreement representing the Company’s grant of all warrants described in the foregoing. The agreement shall contain customary terms and conditions, including without limitation provisions for cashless exercise and one demand registration right for Consultant’s benefit which shall survive the Company’s commitment to register the shares as provided for herein. The demand right shall require Company to prepare and file an appropriate registration statement with the Securities and Exchange Commission within ninety (90) days of receipt of notice of demand from Consultant, and shall require Company to exercise reasonable, good faith efforts to cause such registration statement to become effective with the Securities and Exchange Commission as soon as reasonably practicable after filing and to remain in effect for a reasonable period of time for Consultant to complete secondary market sales of the shares registered thereby. Company shall have the right to postpone the filing of a registration statement for a period not to exceed thirty (30) days, which right Company shall be permitted to exercise only under circumstances customarily entitling issuers to postpone demand registrations, as mutually agreed upon between the parties and set forth in the agreement(s) referring to the Warrantsexercise. Company shall have reserved from shares of its common stock held in treasury or from authorized and unissued shares of its common stock, or from a combination of the two, a sufficient number of shares of common stock to support the exercise of the Warrants in full, and prior to delivery of the Warrants, the Company shall have taken all steps necessary to assure that such shares, upon issuance in connection with the exercise of the relevant Warrant, will constitute duly authorized, fully-paid, non-assessable, validly issued and outstanding shares of common stock of Company. Company also shall have taken all steps necessary to assure that the shares underlying the Warrants have been approved upon issuance for quotation or listing in the quotation system or on the stock exchange on or through which the Company’s common stock is traded. Consultant understands that the Company’s common stock presently is quoted on the NYSE - AMEXNASDAQ Global Market. The Warrants shall survive the expiration or termination of this Agreement. During the term of this Agreement and for so long thereafter during which there remain outstanding any Warrants granted to Consultant under this Agreement or any shares of Company Common Stock acquired through the exercise of any such Warrants which at that time remain subject to resale restrictions on account of having been issued in an unregistered transaction(s), the holder(s) of such Warrant(s) and shares shall have piggyback registration rights with respect to all such outstanding shares and all shares underlying such unexercised Warrants (together the "Outstanding Warrant Shares"). More specifically, if at any time during which any Warrant Shares remain outstanding and are subject to resale restrictions on account of having been issued in an unregistered transaction(s), Company files any registration statement for the issuance, sale and/or resale of any shares of its capital stock of the same class as the such Warrant Shares, then Company shall be obligated to include in such registration statement the resale of all such Warrant Shares by the holder(s) thereof. These piggyback registration rights shall be explicitly provided for in the Common Stock Warrant Agreement(s) described above. Consultant’s exercise of any such piggyback registration rights shall be subject to the following conditions and restrictions: (i) If such rights are exercised in connection with an underwritten offering of shares of capital stock of Company, then Company shall not be required to include any Warrant Shares in such underwritten offering unless Consultant accepts the terms of the underwriting as agreed upon between Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of Company's capital stock offering; (ii) For the avoidance of doubt, in no event shall Company be required to file a post-effective amendment to any registration statement currently in effect as of the date of this Agreement in order to accommodate Consultant's exercise of the piggyback registration rights granted pursuant to this Section 4 of this Agreement; and (iii) The piggyback registration rights described in this Section 4 of this Agreement shall not apply with respect to any Warrant Shares which Consultant may sell pursuant to Rule 144(k) or which Consultant otherwise may sell in compliance with the Securities Act of 1933, as amended, and applicable state securities laws without volume, manner of sale or other limitations or restrictions.