Common use of Sale of Common Stock Clause in Contracts

Sale of Common Stock. (a) The Company hereby agrees to file a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) in respect of not less than 2,000,000 shares of Common Stock as promptly as practicable. The Company shall pay for all costs and expenses incurred in connection with the filing of the Shelf Registration Statement. The Shelf Registration Statement shall specifically include 600,000 of the Investor Shares and may at the Company’s election include other secondary shares or primary shares to be registered by the Company; provided, however, that the Company shall not sell any shares in the Offering other than Investor Shares registered pursuant to this Agreement or shares covered by the 2014 Cooperation Agreement and registered in the Offering pursuant to a similar agreement (such shares, the “All Investors Shares”). (b) Following such time as the Shelf Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”), the Company shall undertake to sell an agreed-upon number of shares of Common Stock in an underwritten public offering, but only in the event the Investor has executed and delivered an underwriting agreement and associated documents and certifications in reasonable and customary form as may be required by the Company and the underwriter(s). (c) The Company and the Investor hereby agree that: (i) The Investor shall pay, or cause to be paid, a percentage of the Offering Expenses in proportion to the ratio of the Investor Shares registered in the Offering to the total number of All Investors Shares registered in the Offering. The term “Offering Expenses” means (i) all fees, disbursements and expenses incurred in connection with the printing, reproduction and filing of any documents required in connection with the Offering, (ii) all fees and expenses of the Company’s auditors incurred in connection with the Offering (but specifically excluding such fees and expenses that arose solely in connection with or related to the preparation of the Shelf Registration Statement, and (iii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the Offering, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show. For the avoidance of doubt, (X) the Company shall undertake a “road show” unless otherwise agreed by the Parties in writing, (Y) the portion of the Offering Expenses to be shared pro rata by all investors who register shares in the Offering shall not exceed $60,000 and (Z) by means of example, if the Investor has 600,000 shares registered in the Offering and another investor(s) has 1,400,000 shares registered in the Offering, then the Investor shall be responsible for 30% of up to $60,000, or up to $18,000 and the other investor(s) will be responsible for 70% of up to $60,000, or up to $42,000.

Sale of Common Stock. (a) The Subject to the terms and conditions hereof, the Company hereby agrees has offered, and will issue and sell to file the Purchaser and other purchasers, and the Purchaser and the other purchasers will, severally and not jointly, buy from the Company a shelf registration statement on Form S-3 (total of up to 48,430,000 shares of the “Shelf Registration Statement”) in respect Common Stock, at a purchase price of $1.90 per share, with the Purchaser and each other purchaser, severally and not less than 2,000,000 jointly, purchasing the number of shares of Common Stock for the aggregate purchase price indicated in such purchaser's Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cash. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser pursuant to this Agreement, as promptly set forth in the Purchaser's Subscription Agreement, are herein referred to as practicablethe "Shares." This Agreement and the Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from registration provided by the Securities Act and/or regulations thereunder, including Section 4(2). The Company shall pay for all costs and expenses incurred in connection with has delivered, or made available on its website or otherwise, to the filing Purchaser copies of the Shelf Registration StatementSEC Reports (as such term is defined in Section 3.5 below). The Shelf Purchaser of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Statement shall specifically include 600,000 Rights Agreement, to be dated as of the Investor Shares date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and may at the Company’s election include other secondary shares or primary shares to be registered by the Company; provided, however, that among the Company shall not sell any shares in and the Offering other than Investor Shares registered pursuant Purchaser. Pursuant to this Agreement or shares covered by the 2014 Cooperation Agreement and registered in the Offering pursuant to a similar agreement (such sharesRegistration Rights Agreement, the “All Investors Shares”). (b) Following such time as the Shelf Registration Statement is declared effective by Company will file with the Securities and Exchange Commission (the “"SEC”" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, on such SEC form that is available to the Company, pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the Purchaser. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all the Shares have been sold pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall undertake pay to sell an agreed-upon number of shares of Common Stock in an underwritten public offeringthe Purchaser certain liquidated damages, but only as set forth in the event the Investor has executed and delivered an underwriting agreement and associated documents and certifications in reasonable and customary form as may be required by the Company and the underwriter(s)Registration Rights Agreement. (c) The Company and the Investor hereby agree that: (i) The Investor shall pay, or cause to be paid, a percentage of the Offering Expenses in proportion to the ratio of the Investor Shares registered in the Offering to the total number of All Investors Shares registered in the Offering. The term “Offering Expenses” means (i) all fees, disbursements and expenses incurred in connection with the printing, reproduction and filing of any documents required in connection with the Offering, (ii) all fees and expenses of the Company’s auditors incurred in connection with the Offering (but specifically excluding such fees and expenses that arose solely in connection with or related to the preparation of the Shelf Registration Statement, and (iii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the Offering, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show. For the avoidance of doubt, (X) the Company shall undertake a “road show” unless otherwise agreed by the Parties in writing, (Y) the portion of the Offering Expenses to be shared pro rata by all investors who register shares in the Offering shall not exceed $60,000 and (Z) by means of example, if the Investor has 600,000 shares registered in the Offering and another investor(s) has 1,400,000 shares registered in the Offering, then the Investor shall be responsible for 30% of up to $60,000, or up to $18,000 and the other investor(s) will be responsible for 70% of up to $60,000, or up to $42,000.

Sale of Common Stock. (a) The Company hereby agrees to file a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) in respect of not less than 2,000,000 shares of Common Stock as promptly as practicable. The Company shall pay for all costs and expenses incurred in connection with the filing of the Shelf Registration Statement. The Shelf Registration Statement shall specifically include 600,000 1,400,000 of the Investor Shares and may at the Company’s election include other secondary shares or primary shares to be registered by the Company; provided, however, that the Company shall not sell any shares in the Offering other than Investor Shares registered pursuant to this Agreement or shares covered by the 2014 Cooperation Agreement and registered in the Offering pursuant to a similar agreement (such shares, the “All Investors Shares”). (b) Following such time as the Shelf Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”), the Company shall undertake to sell an agreed-upon number of shares of Common Stock in an underwritten public offering, but only in the event the Investor has executed and delivered an underwriting agreement and associated documents and certifications in reasonable and customary form as may be required by the Company and the underwriter(s). (c) The Company and the Investor hereby agree that: (i) The Investor shall pay, or cause to be paid, a percentage of the Offering Expenses in proportion to the ratio of the Investor Shares registered in the Offering to the total number of All Investors Shares registered in the Offering. The term “Offering Expenses” means (i) all fees, disbursements and expenses incurred in connection with the printing, reproduction and filing of any documents required in connection with the Offering, (ii) all fees and expenses of the Company’s auditors incurred in connection with the Offering (but specifically excluding such fees and expenses that arose solely in connection with or related to the preparation of the Shelf Registration Statement, and (iii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the Offering, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show. For the avoidance of doubt, (X) the Company shall undertake a “road show” unless otherwise agreed by the Parties in writing, (Y) the portion of the Offering Expenses to be shared pro rata by all investors who register shares in the Offering shall not exceed $60,000 and (Z) by means of example, if the Investor has 600,000 shares registered registers in the Offering 1,400,000 shares and another investor(s) has 1,400,000 shares registered registers in the OfferingOffering 600,000 shares, then the Investor shall be responsible for 70% of up to $60,000, or up to $42,000 and the other investor(s) will be responsible for 30% of up to $60,000, or up to $18,000 and the other investor(s) will be responsible for 70% of up to $60,000, or up to $42,00018,000.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell (athe "Offering") to the Purchasers, and the Purchasers will buy from the Company, a total of 1,500,000 shares of common stock, $0.001 par value per share, of the Company (the "Common Stock") for the purchase price of $7.25 per share, with each Purchaser purchasing the number of shares of Common Stock for the aggregate cash purchase price indicated on Schedule 1 attached hereto. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchasers pursuant to this Agreement are herein referred to as the "Shares." This Agreement and each Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder. The Company hereby agrees has prepared and delivered to each Purchaser copies of an Offering Memorandum, dated April 9, 2002 (as it may be amended or supplemented, and including the exhibits and/or schedules thereto and the information incorporated therein by reference, the "Offering Memorandum"). The Purchasers (and any subsequent transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached hereto as Exhibit A, the "Registration Rights Agreement"), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") a shelf registration statement on Form S-3 pursuant to SEC Rule 415 (the “Shelf "Registration Statement”") in respect of not less than 2,000,000 shares of Common Stock as promptly as practicable. The Company shall pay for all costs and expenses incurred in connection with under the filing Securities Act relating to the resale of the Shelf Registration Statement. The Shelf Registration Statement shall specifically include 600,000 of the Investor Shares and may at the Company’s election include other secondary shares or primary shares to be registered by the Company; provided, however, that the Company shall not sell any shares in the Offering other than Investor Shares registered pursuant to this Agreement or shares covered by the 2014 Cooperation Agreement and registered in the Offering pursuant to a similar agreement (such shares, the “All Investors Shares”)Purchasers. (b) Following such time as the Shelf Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”), the Company shall undertake to sell an agreed-upon number of shares of Common Stock in an underwritten public offering, but only in the event the Investor has executed and delivered an underwriting agreement and associated documents and certifications in reasonable and customary form as may be required by the Company and the underwriter(s). (c) The Company and the Investor hereby agree that: (i) The Investor shall pay, or cause to be paid, a percentage of the Offering Expenses in proportion to the ratio of the Investor Shares registered in the Offering to the total number of All Investors Shares registered in the Offering. The term “Offering Expenses” means (i) all fees, disbursements and expenses incurred in connection with the printing, reproduction and filing of any documents required in connection with the Offering, (ii) all fees and expenses of the Company’s auditors incurred in connection with the Offering (but specifically excluding such fees and expenses that arose solely in connection with or related to the preparation of the Shelf Registration Statement, and (iii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the Offering, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show. For the avoidance of doubt, (X) the Company shall undertake a “road show” unless otherwise agreed by the Parties in writing, (Y) the portion of the Offering Expenses to be shared pro rata by all investors who register shares in the Offering shall not exceed $60,000 and (Z) by means of example, if the Investor has 600,000 shares registered in the Offering and another investor(s) has 1,400,000 shares registered in the Offering, then the Investor shall be responsible for 30% of up to $60,000, or up to $18,000 and the other investor(s) will be responsible for 70% of up to $60,000, or up to $42,000.