Common use of Increase in Authorized Common Stock Clause in Contracts

Increase in Authorized Common Stock. The Company shall, at all times, reserve for issuance out of its authorized and unissued shares of Common Stock, such number of shares of Common Stock as can reasonably be anticipated to be required for issuance under this Agreement. If, at the time of notice of its annual meeting of stockholders, it is reasonably foreseeable that additional shares of authorized and unissued Common Stock are required, the Company shall propose to its stockholders an amendment to its certificate of incorporation to increase its authorized shares so that it can meet its contractual obligations under this Agreement. Notwithstanding Article II of this Agreement, if, at any Closing, the number of Shares to be issued at such Closing would cause the outstanding shares of the Company to exceed the number of shares of Common Stock authorized by its Certificate of Incorporation, the number of Shares issued at such Closing shall be reduced to the maximum number of Shares that can be issued, and the Closing with respect to the balance of the Shares required by this Agreement to be issued at such Closing, but not so issued, shall be postponed (but not for more than six months) until the Company has caused its Certificate of Incorporation to be amended to increase its authorized shares of Common Stock to accommodate the issuance of the additional Shares at such Closing and any other additional Shares that can reasonably be anticipated to be issued under this Agreement. The Company shall use reasonable best efforts to promptly call a special meeting of stockholders to cause its Certificate of Incorporation to be amended to increase the number of authorized shares of Common Stock, or shall cause such amendment to be included in its next annual meeting of stockholders if such meeting is within three months of the date of such closing. In furtherance of the foregoing, the Investors hereby agree to vote the Shares and all shares of Common Stock held by such Investors as of the record date for such meeting in favor of such an amendment and hereby grants the Company a limited irrevocable proxy to vote the shares of Common Stock as to which such Investor has voting power for the Investor and in the Investor’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof for the adoption of such charter amendment. Notwithstanding the foregoing, the obligation of the Investors to vote their voting securities of the Company as such is in their capacity as such and as a stockholder of the Company and will not affect their obligation to act in their capacity as a director, officer or advisor of the Company, as applicable, or to comply with their fiduciary duties as such.

Increase in Authorized Common Stock. The Company shall, at all times, reserve for issuance out of its authorized and unissued shares of Common Stock, such number of shares of Common Stock as can reasonably be anticipated to be required for issuance under this Agreement. If, at Promptly following the time of notice of its annual meeting of stockholders, it is reasonably foreseeable that additional shares of authorized and unissued Common Stock are requiredOriginal Issue Date, the Company shall propose take all corporate action necessary to call a meeting of its stockholders an amendment to (which may be its certificate annual meeting) (the “Stockholders Meeting”), which shall occur not later than August 15, 2011, for the purpose of incorporation to increase its authorized shares so that it can meet its contractual obligations under this Agreement. Notwithstanding Article II of this Agreement, if, at any Closing, the number of Shares to be issued at such Closing would cause the outstanding shares seeking approval of the Company Company’s stockholders to exceed amend the number of shares of Common Stock authorized by its Certificate of Incorporation, the number of Shares issued at such Closing shall be reduced to the maximum number of Shares that can be issued, Company’s Amended and the Closing with respect to the balance of the Shares required by this Agreement to be issued at such Closing, but not so issued, shall be postponed (but not for more than six months) until the Company has caused its Restated Certificate of Incorporation to be amended to increase its the Company’s authorized shares of Common Stock from 90,000,000 shares to accommodate not less than 150,000,000 shares (the issuance “Increased Shares Amendment”). In connection therewith, the Company will as soon as reasonably practicable after the Original Issue Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the additional Shares at Commission thereon, shall as soon as reasonably practicable mail such Closing and any other additional Shares that can reasonably be anticipated proxy materials to be issued under this Agreement. The Company shall use reasonable best efforts to promptly call a special meeting of stockholders to cause its Certificate of Incorporation to be amended to increase the number of authorized shares of Common Stock, or shall cause such amendment to be included in its next annual meeting of stockholders if such meeting is within three months of the date of such closing. In furtherance of the foregoing, the Investors hereby agree to vote the Shares and all shares of Common Stock held by such Investors as of the record date for such meeting in favor of such an amendment and hereby grants the Company a limited irrevocable proxy to vote the shares of Common Stock as to which such Investor has voting power for the Investor and in the Investor’s name, place and stead, at any annual or special meeting of the stockholders of the Company, . The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as applicable, amended or at any adjournment thereof for the adoption of such charter amendment. Notwithstanding the foregoingsupplemented, the obligation “Proxy Statement”) and any form of proxy to be sent to the Investors to vote their voting securities stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Xxxx Capital Partners, LLC (“Xxxx”) thereof. The Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Increased Shares Amendment at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Increased Shares Amendment. No later than two (2) business days following stockholder approval of the Increased Shares Amendment, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Certificate of Incorporation to effect the Increased Shares Amendment, which certificate of amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Increased Shares Amendment no later than one (1) business day after such filing. The date on which the Increased Shares Amendment becomes effective is referred to herein as such the “Authorized Shares Increase Date.” In the event that the Increased Shares Amendment is in their capacity as such and as a stockholder not approved by the stockholders of the Company in accordance with applicable law and will not affect their obligation to act in their capacity as a director, officer or advisor the requirements of the Company’s certificate of incorporation and bylaws on or before the first anniversary of the Original Issue Date (the “Amendment Deadline Date”), the Holders of the Series A Warrants (as defined below) shall be entitled to receive an aggregate cash payment, as applicableliquidated damages and not as a penalty, in an aggregate amount of $2,500,000 (the “Liquidated Damages Amount”). Not later than the close of business on the Amendment Deadline Date, the Company shall irrevocably deposit the Liquidated Damages Amount with an escrow agent reasonably acceptable to Xxxx (the “Escrow Agent”), the Liquidated Damages Amount to be held in trust for the benefit of the Holders of the Series A Warrants entitled to payment thereof as provided in this paragraph. The Escrow Agent shall fix or cause to comply be fixed a record date (the “Record Date”) for determining the Holders of the Series A Warrants entitled to payment of the Liquidated Damages Amount and a payment date (the “Payment Date”) on which the Liquidated Damages Amount is to be paid to such Holders. No Payment Date may be less than 15 days or more than 30 days after the Record Date. At least 15 days before the Record Date, the Escrow Agent shall mail or cause to be mailed, first-class postage prepaid, to each record Holder of Series A Warrants, with their fiduciary duties a copy to the Company, a notice at the Holder’s address as suchit appears in the Escrow Agent’s books and records, setting forth the Record Date, the Payment Date and an estimate of the Per Warrant Amount (as defined in the following sentence). On the Payment Date, the Escrow Agent shall pay to each record Holder of Series A Warrants at the close of business on the Record Date (each, a “Record Holder”) an amount equal to (A) the quotient obtained by dividing (i) the Liquidated Damages Amount by (ii) the number of Warrant Shares issuable upon the exercise of all of the Series A Warrants outstanding on the Record Date (the “Per Warrant Amount”), times (B) the number of Warrant Shares issuable upon the exercise of the Series A Warrants held by the Record Holder as of the close of business on the Record Date. Any such payment shall be by check payable to the order of the Record Holder unless otherwise requested by such Record Holder. For the avoidance of doubt, this Warrant shall remain outstanding and in full force and effect notwithstanding the payment of the Liquidated Damages Amount and shall continue to be exercisable from and after the Exercisability Date. The provisions of this Section 5(d) may not be modified, amended or deleted without Roth’s prior written consent in addition to the consent of the Holder required pursuant to Section 5(n).

Increase in Authorized Common Stock. The Company shall, at all times, reserve for issuance out of its authorized and unissued shares of Common Stock, such number of shares of Common Stock as can reasonably be anticipated to be required for issuance under this Agreement. If, at (1) Following the time of notice of its annual meeting of stockholders, it is reasonably foreseeable that additional shares of authorized and unissued Common Stock are requiredIssuance Date, the Company shall propose take all corporate action necessary to call a meeting of its stockholders an amendment (the “Stockholders Meeting”), as soon as practicable, but in no event later than September 30, 2012 (the “First Authorized Shares Increase Deadline”), for the purpose of seeking approval of the Company’s stockholders to its certificate amend the Company’s Certificate of incorporation Incorporation to increase its authorized shares so that it can meet its contractual obligations under this Agreement. Notwithstanding Article II of this Agreement, if, at any Closing, the number of Shares to be issued at such Closing would cause the outstanding shares of the Company to exceed the number of shares of the Company’s authorized Common Stock authorized by its Certificate of Incorporationfrom 100,000,000 shares to no less than 200,000,000 shares (the “Increased Shares Stockholder Approval”). No later than one (1) Trading Day following the Increased Shares Stockholder Approval, the number Company shall file with the Secretary of Shares issued at such Closing shall be reduced State of Delaware a certificate of amendment to the maximum number of Shares that can be issued, and the Closing with respect to the balance of the Shares required by this Agreement to be issued at such Closing, but not so issued, shall be postponed (but not for more than six months) until the Company has caused its Company’s Certificate of Incorporation to be amended to increase its authorized shares of Common Stock to accommodate effect the issuance of the additional Increased Shares at Stockholder Approval such Closing and any other additional Shares that can reasonably be anticipated to be issued under this Agreement. The Company shall use reasonable best efforts to promptly call a special meeting of stockholders to cause its Certificate of Incorporation to be amended to increase the number of authorized shares of the Company’s Common StockStock is at least 200,000,000 shares, which certificate of amendment shall provide that it shall become immediately effective upon filing (such filing, the “Amendment Filing”, and the occurrence of both the Increased Shares Stockholder Approval and the Amendment Filing, the “Increased Shares Amendment”). The date on which the Increased Shares Amendment becomes effective is referred to in this Warrant as the “Authorized Shares Increase Date”. Without limiting the Company’s obligations under this Section 5, for the avoidance of doubt, the Company shall not be prohibited from calling additional Stockholders Meetings from time to time. (2) If the Authorized Shares Increase Date has not occurred on or prior to the First Authorized Shares Increase Deadline, the Company shall cause such amendment take all corporate action necessary to call one or more other Stockholders Meetings, as soon as practicable and as often as practicable, but in no event later than June 30, 2013 (the “Second Authorized Shares Increase Deadline”), for the purpose of again seeking approval of the Company’s stockholders for the Increased Shares Stockholder Approval. (3) If the Authorized Shares Increase Date has not occurred on or prior to the First Authorized Shares Increase Deadline, and notwithstanding any provision of this Warrant, the Purchase Agreement or any other agreement or contract that could in any way be included read to limit the right of the Holder to elect and receive the following, the Holder at any time and from time to time thereafter (in its next annual meeting of stockholders if such meeting is within three months of perpetuity and with no limitation in time) may require the Company, by delivering one or more notices in writing (each a “Put Notice” and the date of each such closing. In furtherance Put Notice, a “Put Notice Date”), to redeem this Warrant (or, at the option of the foregoingHolder, any portion of this Warrant) in full (without regard to any limitations on exercise of this Warrant), by paying to the Holder cash (the “Redemption Price”) by wire transfer of immediately available funds in an amount equal to the product of (i) the number of Warrant Shares set forth by the Holder in each applicable Put Notice and (ii) the highest Redemption Price Average on any Trading Day during the Put Period. Such Redemption Price shall be paid (i) in the event of a Put Notice delivered prior to June 30, 2013, on June 30, 2013, and (ii) in the event of a Put Notice delivered on or after June 30, 2013, within five (5) Trading Days after the applicable Put Notice Date. (4) At any time and from time to time (in perpetuity and with no limitation in time) after delivering any Put Notice (including, without limitation, at any time and from time to time prior to or after the Second Authorized Shares Increase Deadline), the Investors hereby agree Holder shall have the right, at the Holder’s option, to vote deliver a notice to the Shares Company (the “Withdrawal Put Notice”), withdrawing any specified Put Notice previously delivered pursuant to this Warrant and all shares such withdrawal shall be immediately effective, unless otherwise specified in such Withdrawal Put Notice. For the avoidance of Common Stock held by such Investors as doubt, the delivery of any Withdrawal Put Notice shall not prejudice in any respect the right of the record date Holder to deliver any future Put Notice even as to the same Warrant Shares covered by the withdrawn Put Notices. (5) The Company shall become liable for the applicable Redemption Price relating to any Put Notice immediately following the applicable Put Notice Date and such meeting amounts shall be a liability and debt obligation of the Company, and the Holder shall be a creditor of the Company with respect to such obligation, that is immediately due and payable upon the delivery by the Holder of the applicable Put Notice. (6) Each time the Company seeks the approval of its stockholders for the Increased Shares Stockholder Approval, the Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Increased Shares Stockholder Approval at the Stockholders Meeting and take all commercially reasonable action to solicit the approval of the stockholders for the Increased Shares Stockholder Approval, including filing a proxy statement in a form reasonably acceptable to the Required Holders and complying with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to such an amendment proxy statement and hereby grants the Company a limited irrevocable any form of proxy to vote the shares of Common Stock as be sent to which such Investor has voting power for the Investor and in the Investor’s name, place and stead, at any annual or special meeting of the stockholders of the Company in connection with the Stockholders Meeting. (7) The parties hereto agree that in the event of the Company’s failure to adopt the Increased Shares Amendment in accordance with the terms of this Section 5(a), as applicablethe Holder’s actual damages would be uncertain and difficult to estimate because of the parties’ inability to predict the losses of the Holder, or at any adjournment thereof future Common Stock market prices, other opportunities of the Holder had it not invested in this Warrant and the uncertainty of the availability of a suitable substitute investment opportunity for the adoption Holder. Accordingly, any payment due under this Section 5(a) is intended by the parties to be, and shall be deemed, a fair and reasonable estimate of the amount required to compensate the Holder for the Holder’s loss of its investment opportunity as a result of the Company’s failure to perform and not a penalty. (8) If the Authorized Shares Increase Date has not occurred on or prior to the First Authorized Shares Increase Deadline, then (in addition to all other rights the Holder has under this Warrant, including without limitation, this Section 5(a)) until either (x) the occurrence of the Authorized Shares Increase Date or (y) such charter amendment. Notwithstanding the foregoingtime that no Series B Warrants are outstanding (such period, the obligation “Interest Accrual Period”), the Company shall be obligated to pay a cash amount to the Holder by wire transfer of immediately available funds in an amount equal to the Interest Amount. Any accrued and unpaid Interest Amount shall be paid semi-annually on each January 1 and July 1 (each such period, commencing as for the first payment of the Investors Interest Amount pursuant to vote their voting securities this Section on the Issuance Date, and otherwise commencing on the date of the Company as such is in their capacity as such and as a stockholder payment of the immediately preceding Interest Amount in accordance with this Section, an “Interest Period”) during the Interest Accrual Period. For purposes of this Section 5(a)(8), “Interest Amount” shall mean an amount calculated at 10% per annum of the product of (i) the number of shares underlying the Series B Warrants outstanding during the applicable Interest Period (pro rated for Series B Warrants outstanding for part of the applicable Interest Period) and (ii) the greater of (x) $0.50 (as adjusted for stock splits, reverse stock splits, stock dividends, stock combinations, recapitalizations, reorganizations or similar events as necessary to preserve the economic amount that would result if no such event occurred) and (y) the arithmetic average of the Weighted Average Prices of the Common Stock for each Trading Day during the applicable Interest Period. The Company shall become liable for the Interest Amount and will not affect their such amounts shall be a liability and debt obligation to act in their capacity as a director, officer or advisor of the Company, as applicableand the Holder shall be a creditor of the Company with respect to such obligation, or that is immediately due and payable when due pursuant to comply with their fiduciary duties as suchthe terms of this Warrant.

Increase in Authorized Common Stock. The Company shall, at all times, reserve for issuance out of its authorized and unissued shares of Common Stock, such number of shares of Common Stock AMG covenants that as can soon as reasonably be anticipated practicable after the Closing (expected to be required for issuance under this Agreement. If, at the time of notice of its annual meeting of stockholdersshareholders which it contemplates holding in February or March of 2000), it is reasonably foreseeable that additional shares of authorized and unissued Common Stock are required, the Company shall propose to its stockholders shareholders approval of an amendment to its AMG's certificate of incorporation to increase its authorized shares so that it can meet its contractual obligations under this Agreement. Notwithstanding Article II of this Agreement, if, at any Closing, the number of Shares to be issued at such Closing would cause the outstanding shares of the Company to exceed the number of shares of Common Stock authorized by its Certificate of Incorporation, the number of Shares issued at such Closing shall be reduced to the maximum number of Shares that can be issued, and the Closing with respect to the balance of the Shares required by this Agreement to be issued at such Closing, but not so issued, shall be postponed (but not for more than six months) until the Company has caused its Certificate of Incorporation to be amended to increase its authorized shares of Common Stock to accommodate the issuance of the additional Shares at such Closing and any other additional Shares that can reasonably be anticipated to be issued under this Agreement. The Company shall use reasonable best efforts to promptly call a special meeting of stockholders to cause its Certificate of Incorporation to be amended to increase increasing the number of authorized shares of AMG Common Stock to an amount which is at least sufficient to have available the full number of shares of AMG Common Stock that would be issuable upon a conversion in full of all of the outstanding shares of AMG Preferred Stock. Thereafter, or AMG shall cause at all times reserve and keep available out of its authorized AMG Common Stock the full number of shares of AMG Common Stock deliverable upon the conversion of all outstanding shares of AMG Preferred Stock and shall take all such amendment action as may be required from time to be included time in its next annual meeting order that it may validly and legally issue fully paid and nonassessable shares of stockholders if such meeting is within three months AMG Common Stock upon conversion of AMG Preferred Stock. In the event that the certificate of incorporation of AMG has not been amended as contemplated hereby by the first anniversary of the date of such closingthe Closing, AMG shall pay to the Shareholders cash in the amount of 20% of the aggregate stated value of the Preferred Stock then held by them respectively. In furtherance the event that the certificate of incorporation of AMG has not been amended as contemplated hereby by the second anniversary of the foregoingdate of the Closing, AMG shall pay to the Investors Shareholders cash in the amount of 20% In the event that the certificate of incorporation of AMG has not been amended as contemplated hereby agree by the third anniversary of the date of the Closing, AMG will offer to vote repurchase from Shareholders all of the Shares issued and all outstanding shares of Common AMG Preferred Stock then held by such Investors as them at a price of 120% of the record date for such meeting in favor of such an amendment and hereby grants the Company a limited irrevocable proxy to vote the shares of Common Stock as to stated value thereof, which such Investor has voting power for the Investor and in the Investor’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof for the adoption of such charter amendment. Notwithstanding the foregoing, the obligation of the Investors to vote their voting securities of the Company as such is Shareholders may accept in their capacity as such and as a stockholder of the Company and will not affect their obligation to act in their capacity as a director, officer or advisor of the Company, as applicable, or to comply with their fiduciary duties as suchsole discretion.

Increase in Authorized Common Stock. The Company shall, at all times, reserve for Promptly following the original issuance out date of its authorized and unissued shares of Common Stock, such number of shares of Common Stock as can reasonably be anticipated to be required for issuance under this Agreement. If, at the time of notice of its annual meeting of stockholders, it is reasonably foreseeable that additional shares of authorized and unissued Common Stock are requiredWarrants, the Company shall propose take all corporate action necessary to call a meeting of its stockholders an amendment to (which may be its certificate annual meeting) (the “Stockholders Meeting”), which shall occur not later than June 30, 2011, for the purpose of incorporation to increase its authorized shares so that it can meet its contractual obligations under this Agreement. Notwithstanding Article II of this Agreement, if, at any Closing, the number of Shares to be issued at such Closing would cause the outstanding shares seeking approval of the Company Company’s stockholders to exceed amend the number of shares of Common Stock authorized by its Certificate of Incorporation, the number of Shares issued at such Closing shall be reduced to the maximum number of Shares that can be issued, and the Closing with respect to the balance of the Shares required by this Agreement to be issued at such Closing, but not so issued, shall be postponed (but not for more than six months) until the Company has caused its Company’s Certificate of Incorporation to be amended to increase its the Company’s authorized shares of Common Stock from 40,000,000 shares to accommodate 100,000,000 shares (the issuance “Increased Shares Amendment”). In connection therewith, the Company will as soon as reasonably practicable after the Closing Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the additional Shares at Commission thereon, shall as soon as reasonably practicable mail such Closing and any other additional Shares that can reasonably be anticipated proxy materials to be issued under this Agreement. The Company shall use reasonable best efforts to promptly call a special meeting of stockholders to cause its Certificate of Incorporation to be amended to increase the number of authorized shares of Common Stock, or shall cause such amendment to be included in its next annual meeting of stockholders if such meeting is within three months of the date of such closing. In furtherance of the foregoing, the Investors hereby agree to vote the Shares and all shares of Common Stock held by such Investors as of the record date for such meeting in favor of such an amendment and hereby grants the Company a limited irrevocable proxy to vote the shares of Common Stock as to which such Investor has voting power for the Investor and in the Investor’s name, place and stead, at any annual or special meeting of the stockholders of the Company, . The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as applicable, amended or at any adjournment thereof for the adoption of such charter amendment. Notwithstanding the foregoingsupplemented, the obligation “Proxy Statement”) and any form of proxy to be sent to the Investors to vote their voting securities stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or RhoMed Incorporated, the Company's subsidiary, or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the Exchange Act, the Company will promptly inform the Representative thereof. The Company's Board of Directors shall recommend to the Company's stockholders that the stockholders vote in favor of the Increased Shares Amendment at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Increased Shares Amendment. No later than two (2) Business Days following stockholder approval of the Increased Shares Amendment, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Increased Shares Amendment, which certificate of amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Increased Shares Amendment no later than one (one) Business Day after such filing. The date on which the Increased Shares Amendment becomes effective is referred to herein as such the “Authorized Shares Increase Date.” In the event that the Increased Shares Amendment is in their capacity as such and as a stockholder not approved by the stockholders of the Company in accordance with applicable law and will not affect their obligation to act in their capacity as a director, officer or advisor the requirements of the Company’s certificate of incorporation and bylaws on or before the first day of the Exercise Period of the Series B Warrants (the “Trigger Date”), the holders of the Series B Warrants shall be entitled to receive an aggregate cash payment, as applicableliquidated damages and not as a penalty, in an aggregate amount of $2,500,000 (the “Liquidated Damages Amount”). Not later than the close of business on the Trigger Date, the Company shall irrevocably deposit the Liquidated Damages Amount with the Warrant Agent, the Liquidated Damages Amount to be held in trust for the benefit of the holders entitled to payment thereof as provided in this paragraph. The Warrant Agent shall fix or cause to comply be fixed a record date (the “Record Date”) for determining the holders of Series B Warrants entitled to payment of the Liquidated Damages Amount and a payment date (the “Payment Date”) on which the Liquidated Damages Amount is to be paid to such holders. No Payment Date may be less than 15 days or more than 30 days after the Record Date. At least 15 days before the Record Date, the Warrant Agent shall mail or cause to be mailed, first-class postage prepaid, to each record holder of Series B Warrants, with their fiduciary duties a copy to the Company, a notice at the holder’s address as suchit appears in the Warrant Agent’s books and records, setting forth the Record Date, the Payment Date and an estimate of the Per Warrant Amount (as defined in the following sentence). On the Payment Date, the Warrant Agent shall pay to each record holder of Series B Warrants at the close of business on the Record Date (each, a “Record Holder”) an amount equal to (A) the quotient obtained by dividing (i) the Liquidated Damages Amount by (ii) the number of Series B Warrants outstanding on the Record Date (the “Per Warrant Amount”), times (B) the number of Series B Warrants held by the Record Holder as of the close of business on the Record Date. Any such payment shall be by check payable to the order of the Record Holder unless otherwise requested by such Record Holder. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.

Increase in Authorized Common Stock. The Company shall, at all times, reserve for Promptly following the original issuance out date of its authorized and unissued shares of Common Stock, such number of shares of Common Stock as can reasonably be anticipated to be required for issuance under this Agreement. If, at the time of notice of its annual meeting of stockholders, it is reasonably foreseeable that additional shares of authorized and unissued Common Stock are requiredWarrants, the Company shall propose take all corporate action necessary to call a meeting of its stockholders an amendment to (which may be its certificate annual meeting) (the “Stockholders Meeting”), which shall occur not later than ●, 2011, for the purpose of incorporation to increase its authorized shares so that it can meet its contractual obligations under this Agreement. Notwithstanding Article II of this Agreement, if, at any Closing, the number of Shares to be issued at such Closing would cause the outstanding shares seeking approval of the Company Company’s stockholders to exceed amend the number of shares of Common Stock authorized by its Certificate of Incorporation, the number of Shares issued at such Closing shall be reduced to the maximum number of Shares that can be issued, and the Closing with respect to the balance of the Shares required by this Agreement to be issued at such Closing, but not so issued, shall be postponed (but not for more than six months) until the Company has caused its Company’s Certificate of Incorporation to be amended to increase its the Company’s authorized shares of Common Stock from 40,000,000 shares to accommodate ● shares (the issuance “Increased Shares Amendment”). In connection therewith, the Company will as soon as reasonably practicable after the Closing Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the additional Shares at Commission thereon, shall as soon as reasonably practicable mail such Closing and any other additional Shares that can reasonably be anticipated proxy materials to be issued under this Agreement. The Company shall use reasonable best efforts to promptly call a special meeting of stockholders to cause its Certificate of Incorporation to be amended to increase the number of authorized shares of Common Stock, or shall cause such amendment to be included in its next annual meeting of stockholders if such meeting is within three months of the date of such closing. In furtherance of the foregoing, the Investors hereby agree to vote the Shares and all shares of Common Stock held by such Investors as of the record date for such meeting in favor of such an amendment and hereby grants the Company a limited irrevocable proxy to vote the shares of Common Stock as to which such Investor has voting power for the Investor and in the Investor’s name, place and stead, at any annual or special meeting of the stockholders of the Company, . The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as applicable, amended or at any adjournment thereof for the adoption of such charter amendment. Notwithstanding the foregoingsupplemented, the obligation “Proxy Statement”) and any form of proxy to be sent to the Investors to vote their voting securities stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or RhoMed Incorporated, the Company's subsidiary, or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the Exchange Act, the Company will promptly inform the Representative thereof. The Company's Board of Directors shall recommend to the Company's stockholders that the stockholders vote in favor of the Increased Shares Amendment at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Increased Shares Amendment. No later than two (2) Business Days following stockholder approval of the Increased Shares Amendment, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Increased Shares Amendment, which certificate of amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Increased Shares Amendment no later than one (one) Business Day after such filing. The date on which the Increased Shares Amendment becomes effective is referred to herein as such the “Authorized Shares Increase Date.” In the event that the Increased Shares Amendment is in their capacity as such and as a stockholder not approved by the stockholders of the Company in accordance with applicable law and will not affect their obligation to act in their capacity as a director, officer or advisor the requirements of the Company’s certificate of incorporation and bylaws on or before the first day of the Exercise Period of the Series B Warrants (the “Trigger Date”), the holders of the Series B Warrants shall be entitled to receive an aggregate cash payment, as applicableliquidated damages and not as a penalty, in an aggregate amount of $2,500,000 (the “Liquidated Damages Amount”). Not later than the close of business on the Trigger Date, the Company shall irrevocably deposit the Liquidated Damages Amount with the Warrant Agent, the Liquidated Damages Amount to be held in trust for the benefit of the holders entitled to payment thereof as provided in this paragraph. The Warrant Agent shall fix or cause to comply be fixed a record date (the “Record Date”) for determining the holders of Series B Warrants entitled to payment of the Liquidated Damages Amount and a payment date (the “Payment Date”) on which the Liquidated Damages Amount is to be paid to such holders. No Payment Date may be less than 15 days or more than 30 days after the Record Date. At least 15 days before the Record Date, the Warrant Agent shall mail or cause to be mailed, first-class postage prepaid, to each record holder of Series B Warrants, with their fiduciary duties a copy to the Company, a notice at the holder’s address as suchit appears in the Warrant Agent’s books and records, setting forth the Record Date, the Payment Date and an estimate of the Per Warrant Amount (as defined in the following sentence). On the Payment Date, the Warrant Agent shall pay to each record holder of Series B Warrants at the close of business on the Record Date (each, a “Record Holder”) an amount equal to (A) the quotient obtained by dividing (i) the Liquidated Damages Amount by (ii) the number of Series B Warrants outstanding on the Record Date (the “Per Warrant Amount”), times (B) the number of Series B Warrants held by the Record Holder as of the close of business on the Record Date. Any such payment shall be by check payable to the order of the Record Holder unless otherwise requested by such Record Holder. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.