Common use of Placement Agent’s Warrants Clause in Contracts

Placement Agent’s Warrants. On the Closing Date, the Company will issue to the Placement Agent Warrants similar to and carrying the same rights as the Warrants issuable to the Subscribers except that the exercise price to purchase one Warrant Share shall be $0.12and the Warrants shall be exercisable until five years after the Closing Date ("PLACEMENT AGENT'S CLOSING WARRANTS"). The Placement Agent will receive one Placement Agent Closing Warrant for each eight (8) Shares issued to the Subscribers on the Closing Date. The Placement Agent will also receive Warrants from the Company in connection with exercise of A Warrants and B Warrants by Subscribers or their assigns. The Placement Agent will receive one "PLACEMENT AGENT'S A WARRANTS" for each eight (8) A Warrants exercised by a Subscriber on a cash basis. The Placement Agent's A Warrants will be exercisable at $0.14 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S B WARRANTS" for each eight (8) B Warrants exercised by a Subscriber on a cash basis. The Placement Agent's B Warrants will be exercisable at $0.18 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S C WARRANTS" for each eight (8) C Warrants exercised by a Subscriber on a cash basis. The Placement Agent's C Warrants will be exercisable at $.60 per Warrant Share. All Placement Agent's Warrants will be exercisable for five years after the respective issue dates, will not be subject to Call and may be exercised on a cashless basis. A form of Placement Agent's Warrant is annexed hereto as EXHIBIT F. Warrant Exercise Compensation will not be payable in connection with Placement Agent's Warrants. The Placement Agent's A Warrants and Placement Agent's B Warrants must be delivered to the Placement Agent simultaneously with the Warrant Exercise Compensation payable in connection with the exercise of the A Warrants and B Warrants giving rise to the obligation to issue Placement Agent's A Warrants and Placement Agent's B Warrants. All the Warrants issuable to the Placement Agent are referred to as "PLACEMENT AGENT'S WARRANTS". All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to the Placement Agent in respect of the Placement Agent's Warrants.

Placement Agent’s Warrants. On the Closing Date, the Company will issue to the Placement Agent Warrants similar to and carrying the same rights as the Warrants issuable to the Subscribers except that the exercise price to purchase one Warrant Share shall be $0.12and 0.54 and the Warrants shall be exercisable until five years after the Closing Date ("PLACEMENT AGENT'S CLOSING WARRANTS"). The Placement Agent will receive one Placement Agent Closing Warrant for each eight (8) Shares issued to the Subscribers on the Closing Date. The Placement Agent will also receive Warrants from the Company in connection with exercise of A Warrants and B Warrants by Subscribers or their assigns. The Placement Agent will receive one "PLACEMENT AGENT'S A WARRANTS" for each eight (8) A Warrants exercised by a Subscriber on a cash basis. The Placement Agent's A Warrants will be exercisable at $0.14 0.66 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S B WARRANTS" for each eight (8) B Warrants exercised by a Subscriber on a cash basis. The Placement Agent's B Warrants will be exercisable at $0.18 1.07 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S C WARRANTS" for each eight (8) C Warrants exercised by a Subscriber on a cash basis. The Placement Agent's C Warrants will be exercisable at $.60 2.40 per Warrant Share. All Placement Agent's Warrants will be exercisable for five years after the respective issue dates, will not be subject to Call and may be exercised on a cashless basis. A form of Placement Agent's Warrant is annexed hereto as EXHIBIT F. Warrant Exercise Compensation will not be payable in connection with Placement Agent's Warrants. The Placement Agent's A Warrants and Placement Agent's B Warrants must be delivered to the Placement Agent simultaneously with the Warrant Exercise Compensation payable in connection with the exercise of the A Warrants and B Warrants giving rise to the obligation to issue Placement Agent's A Warrants and Placement Agent's B Warrants. All the Warrants issuable to the Placement Agent are referred to as "PLACEMENT AGENT'S WARRANTS". All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to the Placement Agent in respect of the Placement Agent's Warrants.

Placement Agent’s Warrants. On the Closing Date, the The Company will issue shall deliver to the Placement Agent Warrants similar to at both the initial and carrying final closing of the same rights as Offering (the Warrants issuable to the Subscribers except that the exercise price "Closings"), warrants ("Placement Agent Warrants") to purchase one Warrant Share shall be $0.12and the Warrants shall be exercisable until five years after the Closing Date ("PLACEMENT AGENT'S CLOSING WARRANTS"). The Placement Agent will receive one Placement Agent Closing Warrant for each eight (8) Shares issued to the Subscribers on the Closing Date. The Placement Agent will also receive Warrants from Common Stock of the Company in connection with exercise an amount equal to ten percent (10%) of A Warrants and B Warrants by Subscribers or their assigns. The Placement Agent will receive one "PLACEMENT AGENT'S A WARRANTS" for each eight (8) A Warrants exercised by a Subscriber on a cash basisthe Shares in the Offering. The Placement Agent's A Warrants will shall be exercisable for a period of ten years commencing on the date of the final closing of the Offering (the "Effective Date") and shall be exercisable at $0.14 a price equal to the offering price of the Shares. Such Placement Agent's Warrants shall contain customary anti-dilution provisions satisfactory to the Placement Agent, including capital structure and price protection anti-dilution for issuance of Common Stock or Common Stock equivalents at a price per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S B WARRANTS" for each eight share less than the offering price (8) B Warrants exercised by a Subscriber on a cash basisexcluding common stock and stock options currently outstanding or issued, and an agreed upon number of Employee Stock Option Plans shares). The Placement Agent's B Warrants will shall be exercisable at $0.18 per Warrant Sharetransferable to the extent permitted by the NASD (National Association of Securities Dealers) and applicable State Law. The Placement Agent will receive one "PLACEMENT AGENT'S C WARRANTS" for each eight Subject to SEC (8) C Warrants exercised by a Subscriber on a cash basis. The Placement Agent's C Warrants will be exercisable at $.60 per Warrant Share. All Securities and Exchange Commission) and NASD approval, if required, the Placement Agent's Warrants will be exercisable for five years after shall include a net exercise provision (the respective issue dates, will not be subject "Net Exercise Provision") permitting the holder(s) to Call and may be exercised on pay the exercise price by cancellation of a cashless basis. A form number of Placement Agent's Warrant is annexed hereto as EXHIBIT F. Warrant Exercise Compensation will not be payable in connection shares with Placement Agent's Warrants. The Placement Agent's A Warrants and Placement Agent's B Warrants must be delivered a fair market value equal to the Placement Agent simultaneously with exercise price. At such time the Warrant Exercise Compensation payable in connection with Company shall file a new Registration Statement, it shall afford the exercise of the A Warrants and B Warrants giving rise to the obligation to issue Placement Agent's A Warrants and Placement Agent's B Warrants. All the Warrants issuable to the Placement Agent are referred to as "PLACEMENT AGENT'S WARRANTS". All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to the Placement Agent in respect holders of the Placement Agent's Warrants and the underlying Common Stock an opportunity to include the underlying Common Stock in any such registration statement or amendments, unless all of such underlying Common Stock held by the holder(s) can be sold under Rule 144 during a three-month period without registration through the use of the Net Exercise Provision. In addition, at any time after the Effective Date and within the following ten year period, the holders of a majority of the Placement Agent's Warrants shall have the right to require the Company at the Company's expense, including expenses in connection with blue sky qualifications, to prepare and file one registration statement so as to permit the public offering of the Common Stock underlying the Placement Agent's Warrants, unless all of such underlying Common Stock can be sold under Rule 144 during a three month period without Registration through the use of the Net Exercise Provision. The Company shall keep such registration statement current until at least the earlier of (a) the date that all Common stock underlying the Placement Agent's Warrants and included in the registration statement has been sold, or (b) expiration of one hundred and twenty (120) days from the effective date of the registration statement.

Placement Agent’s Warrants. On (a) At the Closing Dateclosing of the Proposed Private Placement, the Company will issue to the Placement Agent Warrants similar warrants to and carrying acquire Units which shall be identical to the same rights as Units sold to investors in the Private Placement (the "Placement Agent's Warrants"), with the provision that the Warrants issuable to included in each Unit will not be callable by the Subscribers except that Company. The number of the Placement Agent's Warrants shall equal 10 percent (10%) of the securities sold in the Proposed Private Placement. The exercise price to purchase one Warrant Share shall be $0.12and of the Placement Agent's Warrants shall be exercisable until five years after equal the Closing Date ("PLACEMENT AGENT'S CLOSING WARRANTS"). The Placement Agent will receive one Placement Agent Closing Warrant for each eight (8) Shares issued to price of the Subscribers on securities sold through the Closing Date. The Placement Agent will also receive Warrants from the Company in connection with exercise of A Warrants and B Warrants by Subscribers or their assigns. The Placement Agent will receive one "PLACEMENT AGENT'S A WARRANTS" for each eight (8) A Warrants exercised by a Subscriber on a cash basisProposed Private Placement. The Placement Agent's A Warrants will shall be exercisable at $0.14 per Warrant Sharefor a period of five (5) years shall contain cashless exercise provisions and weighted average anti-dilution provisions consistent with transactions. The Placement Agent will receive one "PLACEMENT AGENT'S B WARRANTS" for each eight Such anti-dilution provisions shall protect against dilution in both price and percentage of the Company if there shall be any sales of securities by the Company below the purchase price (8) B Warrants exercised by a Subscriber on a cash basisor conversion, exchange or exercise price if convertibly exchangeable or exercisable Securities are sold in the Proposed Private Placement) of securities sold in the Proposed Private Placement, any stock split, stock dividend, recapitalization, or reorganization of the Company or any successor securities. The Placement Agent's B Warrants will shall be exercisable at $0.18 per Warrant Share. The transferable only in accordance with Section 4(2) of the Act and otherwise in accordance with applicable law to the Placement Agent will receive one "PLACEMENT AGENT'S C WARRANTS" for each eight Agent's affiliates, associates, employees and consultants. (8) C Warrants exercised by a Subscriber on a cash basis. b) The Placement Agent's C Warrants will be exercisable at $.60 per Warrant Share. All shall have one (1) demand registration right and unlimited "piggyback" registration rights for the securities underlying the Placement Agent's Warrants will be exercisable for five years after with respect to any registration statement the respective issue dates, will not be subject to Call and may be exercised on a cashless basis. A form of Placement Agent's Warrant is annexed hereto as EXHIBIT F. Warrant Exercise Compensation will not be payable in connection with Placement Agent's Warrants. The Placement Agent's A Warrants and Placement Agent's B Warrants must be delivered to the Placement Agent simultaneously with the Warrant Exercise Compensation payable in connection with the exercise of the A Warrants and B Warrants giving rise to the obligation to issue Placement Agent's A Warrants and Placement Agent's B Warrants. All the Warrants issuable to the Placement Agent are referred to as "PLACEMENT AGENT'S WARRANTS". All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to the Placement Agent in respect of Company files while the Placement Agent's WarrantsWarrants are outstanding, provided no other registration statement is then effective with respect to such securities. The inclusion of such securities in a registration statement by the Placement Agent, its transferees and designees, however, shall be subject to standard underwriter cutbacks, provided all other persons who are registering shares for resale in any such registration statement are subject to the same underwriter cutbacks.

Placement Agent’s Warrants. On the Closing Date, the The Company will hereby agrees to issue to the Placement Agent Warrants similar (and/or its designees) on a Closing Date, a warrant to and carrying purchase a number of shares of Common Stock equal to 5% of the same rights as the Warrants issuable total number of Shares sold pursuant to the Subscribers except that the exercise price to purchase one Warrant Share shall be $0.12and the Warrants shall be exercisable until five years after the Closing Date Offering ("PLACEMENT AGENT'S CLOSING WARRANTS"“Placement Agent’s Warrant”). The Placement Agent will receive one Agent’s Warrant agreement, in the form attached hereto as Exhibit A (the “Placement Agent Closing Agent’s Warrant for each eight Agreement”), shall be exercisable, in whole or in part, commencing one-year from the effective date of the Registration Statement (8) Shares issued to the Subscribers “Effective Date”) and expiring on the Closing Datefive-year anniversary thereof at an initial exercise price of $[*] per share of Common Stock, which is equal to 120% of the Purchase Price of the Shares. The Placement Agent’s Warrant shall include a “cashless” exercise feature. The Placement Agent will also receive Warrants from understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Company in connection with exercise of A Warrants and B Warrants by Subscribers or their assigns. The Placement Agent will receive one "PLACEMENT AGENT'S A WARRANTS" for each eight (8) A Warrants exercised by a Subscriber on a cash basis. The Placement Agent's A Warrants ’s Warrant and the shares of Common Stock underlying such warrant (the “Warrant Shares”) during the first year after the Effective Date and by its acceptance thereof shall agree that it will be exercisable at $0.14 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S B WARRANTS" for each eight (8) B Warrants exercised by a Subscriber on a cash basis. The not sell, transfer, assign, pledge or hypothecate the Placement Agent's B Warrants will ’s Warrant Agreement, or any portion thereof, or be exercisable at $0.18 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S C WARRANTS" the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for each eight a period of the first year following the Effective Date to anyone other than (8) C Warrants exercised i) a selected dealer engaged by a Subscriber on a cash basis. The Placement Agent's C Warrants will be exercisable at $.60 per Warrant Share. All Placement Agent's Warrants will be exercisable for five years after the respective issue dates, will not be subject to Call and may be exercised on a cashless basis. A form of Placement Agent's Warrant is annexed hereto as EXHIBIT F. Warrant Exercise Compensation will not be payable in connection with Placement Agent's Warrants. The Placement Agent's A Warrants and Placement Agent's B Warrants must be delivered to the Placement Agent simultaneously with the Warrant Exercise Compensation payable (a “Selected Dealer”) in connection with the exercise Offering, or (ii) a bona fide officer or partner of the A Warrants and B Warrants giving rise to the obligation to issue Placement Agent's A Warrants and Placement Agent's B Warrants. All the Warrants issuable to the Placement Agent are referred to as "PLACEMENT AGENT'S WARRANTS". All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, or of any such Selected Dealer; and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted only if any such transferee agrees to the Placement Agent in respect foregoing lock-up restrictions. Delivery of the Placement Agent's Warrants’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Placement Agent may request.

Placement Agent’s Warrants. On In addition to the Closing Datefees and reimbursement of costs set forth above, within five (5) business days after each Six Month Anniversary of the Subscription Date as specified in the Private Equity Line Agreement, the Company will shall also issue to Placement Agent or its designees the following warrants ("Placement Agent Warrants"): (i) a warrant to purchase a number of shares of the Company's Common Stock equal to "X" percent (X%) of the number of shares of Put Shares of Common Stock issued to the Subscriber pursuant to any Put as specified in the Private Equity Line Agreement during the preceding six (6) month period, exercisable at one hundred twenty five percent (125%) of the average Put Share Price of all such Put Shares issued during the preceding six (6) calendar months; and (ii) a warrant to purchase a number of shares of the Company's Common Stock equal to "X" percent (X%), as specified above, of the number of shares of Common Stock for which the Subscriber is entitled to purchase pursuant to each Purchase Warrant issued to the Subscriber on that Six Month Anniversary Date, exerciseable at a price which shall equal 108% of the lowest Closing Bid Price for the ten (10) trading days immediately preceding the applicable Six Month Anniversary. The term of the Placement Agent Warrants shall be five (5) years commencing on the date of issuance thereof. The Placement Agent Warrants shall be exercisable immediately upon issuance and shall have cashless exercise provisions. The shares of Common Stock issuable upon exercise of the Placement Agent Warrants shall be included in the next registration statement filed by the Company, and shall have the rights set forth in the Registration Rights Agreement, dated on or about September 18, 1998, by and among the Company, the Placement Agent, and the Subscriber. The Placement Agent Warrants shall be delivered by the Company to the Placement Agent Warrants similar to within five (5) Trading Days of each Six Month Anniversary Date. Concurrently with the issuance and carrying delivery of the same rights as the Warrants issuable Purchase Warrant to the Subscribers except that Subscriber, the exercise price to purchase one Warrant Share Company shall be $0.12and the Warrants shall be exercisable until five years after the Closing Date ("PLACEMENT AGENT'S CLOSING WARRANTS"). The Placement Agent will receive one Placement Agent Closing Warrant for each eight (8) Shares issued deliver to the Subscribers on Subscriber a Purchase Warrant Opinion of Counsel (signed by the Closing Date. The Placement Agent will also receive Warrants from the Company in connection with exercise of A Warrants and B Warrants by Subscribers or their assigns. The Placement Agent will receive one "PLACEMENT AGENT'S A WARRANTS" for each eight (8) A Warrants exercised by a Subscriber on a cash basis. The Placement AgentCompany's A Warrants will be exercisable at $0.14 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S B WARRANTS" for each eight (8) B Warrants exercised by a Subscriber on a cash basis. The Placement Agent's B Warrants will be exercisable at $0.18 per Warrant Share. The Placement Agent will receive one "PLACEMENT AGENT'S C WARRANTS" for each eight (8) C Warrants exercised by a Subscriber on a cash basis. The Placement Agent's C Warrants will be exercisable at $.60 per Warrant Share. All Placement Agent's Warrants will be exercisable for five years after the respective issue dates, will not be subject to Call and may be exercised on a cashless basis. A form of Placement Agent's Warrant is annexed hereto as EXHIBIT F. Warrant Exercise Compensation will not be payable in connection with Placement Agent's Warrants. The Placement Agent's A Warrants and Placement Agent's B Warrants must be delivered to the Placement Agent simultaneously with the Warrant Exercise Compensation payable in connection with the exercise of the A Warrants and B Warrants giving rise to the obligation to issue Placement Agent's A Warrants and Placement Agent's B Warrants. All the Warrants issuable to the Placement Agent are referred to as "PLACEMENT AGENT'S WARRANTS". All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to the Placement Agent in respect of the Placement Agent's Warrantsindependent counsel).