Common use of The Rights Offering Clause in Contracts

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock or a Participating Warrant shall receive 1.5 Rights for each share of Common Stock (or, in the case of the Participating Warrant, each share of Common Stock underlying such Participating Warrant) held of record at the close of business on July 7, 2016 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one Unit for each Right held (the “Basic Subscription Right”). The Rights Shares and Rights Warrants comprising the Units will separate at Closing and will be issued as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the nearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Privilege”). The Over-Subscription Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., Eastern time, on July 26, 2016 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Privileges will be deposited with Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Privileges. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock or a and Participating Warrant Securities shall receive 1.5 Rights one Right for each share of Common Stock (or, in the case of the Participating Warrant, and each share of Common Stock underlying such each of the Participating Warrant) Securities held of record at the close of business on July 7January 17, 2016 2020 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Unit for each Right held (the “Basic Subscription Right”). The Rights may only be exercised for whole Right Shares and Rights Warrants comprising the Units will separate at Closing and Warrants; no fractional securities will be issued as separate securities. in the Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the nearest whole number of Units a holder would otherwise be entitled to purchaseOffering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription PrivilegeRight”). The Over-Subscription Privilege Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Privilege Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., Eastern New York City time, on July 26February 3, 2016 2020 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Privileges Rights will be deposited with Xxxxx Fargo BankAmerican Stock Transfer & Trust Company, N.A. LLC (“Xxxxx Fargo”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription PrivilegesRights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock or a Participating Warrant shall receive 1.5 Rights for each share of Common Stock (orand/or Preferred Shares, in the case of the Participating Warrant, each share of Common Stock underlying such Participating Warrant) Eligible Warrants and Eligible Options held of record by such holder at the close of business on July 729, 2016 2022 (the “Record Date”)) shall receive two Rights for every share of Common Stock and/or every share of Common Stock issuable upon conversion or exercise of the Preferred Shares, Eligible Warrants and Eligible Options. Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one Unit for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). The Rights Shares and Rights Warrants comprising the Units will separate at Closing and will be issued as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the nearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and the Units shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Rights Shares will be listed for trading on The Nasdaq Capital Market (“Nasdaq”). The Company will apply for the Warrants to be traded or quoted on Nasdaq or BOX Exchange, LLC or, if the Company does not meet their required listing standards, the Company will use its commercially reasonable efforts to list the Warrants on tZERO or another suitable securities exchange or recognized trading system. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription PrivilegeRight”). The Over-Subscription Privilege Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of the Units above which were not otherwise subscribed for as of the amount which such holder was otherwise entitled to subscribeExpiration Date (as defined below). Units acquired pursuant to the Over-Subscription Privilege Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., Eastern time, on July 26August 22, 2016 2022 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 45 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Privileges Rights will be deposited with Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”)submitted to Continental Stock Transfer & Trust Co., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated an escrow account with an escrow agent retained by the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription PrivilegesRights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock or a Participating Warrant Stock, the Other Warrants, and USATW Warrants shall receive 1.5 Rights one Right for each share of Common Stock (orStock, in the case of the Participating WarrantOther Warrants, each share of Common Stock underlying such Participating Warrant) or USATW Warrants held of record at the close of business on July 7, 2016 the record date of the Rights Offering (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one Unit share of Common Stock and one USATZ Warrant for each every Right held (granted to such holder on the “Basic Subscription Right”). The Rights Shares and Rights Warrants comprising the Units will separate at Closing and will be issued as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the nearest whole number of Units a holder would otherwise be entitled to purchaseRecord Date. (b) The Rights are non-transferrable and will not trade or be listed for quotation quoted on any exchange or service, and shall be non-transferablemarket. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Privilege”). The Over-Subscription Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., Eastern New York City time, on July 26, 2016 the tenth business day following the commencement of the Rights Offering subscription period (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (ed) All funds from the exercise of Basic Subscription Rights and Over-Subscription Privileges will be deposited with Xxxxx Fargo BankAmerican Stock Transfer & Trust Company, N.A. (“Xxxxx Fargo”)LLC, as the subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares shares of Common Stock and Rights USATZ Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription PrivilegesRights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”). In no event will the Company raise more than an aggregate of $12,000,000 in the Initial Offering and the Rights Offering (e) If the Company does not receive aggregate gross proceeds of $12,000,000 in the Initial Offering and the Rights Offering, the Company reserves the right to offer any unsold shares of Common Stock and USATZ Warrants to the public at its sole discretion at any time following the Expiration DateSubscription Price, all as more fully described in the Rights Offering Registration Statement (the “Follow-On Offering”).

The Rights Offering. (a) As promptly as practicable after the date of this Agreement, the Company will prepare a prospectus supplement to its currently effective registration statement (including each amendment and supplement thereto, the "REGISTRATION STATEMENT") on Form S-3, covering the issuance of the Rights and the Rights Shares. The Company proposes to undertake will not permit any securities other than the Rights Offering pursuant and the Rights Shares to which be included in the prospectus supplement. The prospectus supplement will be provided to the Investor and its counsel prior to its dissemination to the distributees of the Rights. The Registration Statement will comply in all material respects with the provisions of applicable federal securities laws. The Company promptly will correct any information provided by it for use in the Registration Statement if, and to the extent, that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the prospectus supplement, as so corrected to be disseminated to the distributees of the Rights as and to the extent required by applicable federal securities laws. The Investor and its counsel will be given a reasonable opportunity to review and comment upon the prospectus supplement, in each instance before it is so used. (b) Promptly following the date hereof, the Company will commence the Rights Offering. In the Rights Offering, the Company will distribute, at no charge, one Right to each holder of record of Common Stock or a Participating Warrant shall receive 1.5 Rights for each share of Common Stock (or, in the case held by such holder as of the Participating WarrantRights Offering Record Date. In accordance with the terms of the Rights Offering, each share of Common Stock underlying such Participating Warrant) held of record Right shall be transferable. The Rights will entitle the holder to purchase, at the close election of business on July 7the holder thereof, 2016 (0.1057 of a Rights Share at the “Record Date”). Holders Subscription Price; provided that, no fractional Rights Shares will be issued and the Subscription Price multiplied by the aggregate number of Rights Shares offered shall not exceed the Aggregate Offering Amount. The Rights Offering will remain open for at least thirty (30) days. (c) Each holder of Rights who exercises in full its Basic Subscription Privilege will be entitled to subscribe for and purchase, additional Rights Shares at the Subscription PricePrice to the extent that other holders of Rights (except for the Investor which, one Unit for each Right held (the “pursuant to Sections 2.1 and 2.2 hereof, has agreed not to exercise its Basic Subscription Right”)Privilege and its Over-subscription Privilege) elect not to exercise all of their Rights in the Basic Subscription Privilege. The Rights Shares and Rights Warrants comprising If the Units will separate at Closing and will be issued as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to Shares remaining after the nearest whole number exercise of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Privileges (except by the Investor) is not sufficient to satisfy all requests for Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Privilege”). The Over-Subscription Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to Shares under the Over-subscription Privileges, the Rights holders who exercised their Over-subscription Privileges will be allocated such remaining Rights Shares in proportion to the number of Rights Shares they have purchased through the Basic Subscription Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein)Privilege. (d) The If the pro rata allocation exceeds the number of Rights Shares requested in the Over-subscription Privilege, then each Rights holder only will expire at 5:00 p.m.receive the number of Rights Shares requested, Eastern timeand the remaining Rights Shares from such Rights holder's pro rata allocation will be divided among other Rights holders exercising their Over-subscription Privilege. If the pro rata allocation is less than the number of Rights Shares requested in the Over-subscription Privilege, on July 26, 2016 (then the “Expiration Date”). The Company shall have excess funds paid by that Rights holder as the right Subscription Price for the Rights Shares not issued will be returned to extend the Expiration Date in its sole discretion. Any such Rights not exercised on holder without interest or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rightsdeduction. (e) All funds from The closing of the exercise purchase of Basic the Rights Shares to be purchased in the Rights Offering and the shares of Class A Common Stock to be purchased by the Investor hereunder will occur at the time, for the Subscription Rights and Over-Subscription Privileges will be deposited with Xxxxx Fargo BankPrice, N.A. (“Xxxxx Fargo”), as subscription agent (in this context, the “Subscription Agent”)manner, and held in a segregated account with on the Subscription Agent pending a final determination of the number of Units, Rights Shares terms and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Privileges. The Company may conduct a closing conditions of the Rights Offering as will be set forth in the Registration Statement. (a “Closing”f) at The Company will pay all of its sole discretion at expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of any time following subscription and information agents, its counsel and accounting fees and expenses, costs associated with clearing the Expiration DateRights Shares for sale under applicable state securities laws and listing fees.

The Rights Offering. (a) As promptly as practicable after the date of this Agreement, the Company will prepare a prospectus supplement to its currently effective registration statement (including each amendment and supplement thereto, the ‘‘Registration Statement’’) on Form S-3, covering the issuance of the Rights and the Rights Shares. The Company proposes to undertake will not permit any securities other than the Rights Offering pursuant and the Rights Shares to which be included in the prospectus supplement. The prospectus supplement will be provided to the Investor and its counsel prior to its dissemination to the distributees of the Rights. The Registration Statement will comply in all material respects with the provisions of applicable federal securities laws. The Company promptly will correct any information provided by it for use in the Registration Statement if, and to the extent, that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the prospectus supplement, as so corrected to be disseminated to the distributees of the Rights as and to the extent required by applicable federal securities laws. The Investor and its counsel will be given a reasonable opportunity to review and comment upon the prospectus supplement, in each instance before it is so used. (b) Promptly following the date hereof, the Company will commence the Rights Offering. In the Rights Offering, the Company will distribute, at no charge, one Right to each holder of record of Common Stock or a Participating Warrant shall receive 1.5 Rights for each share of Common Stock (or, in the case held by such holder as of the Participating WarrantRights Offering Record Date. In accordance with the terms of the Rights Offering, each share of Common Stock underlying such Participating Warrant) held of record Right shall be transferable. The Rights will entitle the holder to purchase, at the close election of business on July 7the holder thereof, 2016 (0.2308 of a Rights Share at the “Record Date”). Holders Subscription Price; provided that, no fractional Rights Shares will be issued and the Subscription Price multiplied by the aggregate number of Rights Shares offered shall not exceed the Aggregate Offering Amount. The Rights Offering will remain open for at least thirty (30) days. (c) Each holder of Rights who exercises in full its Basic Subscription Privilege will be entitled to subscribe for and purchase, additional Rights Shares at the Subscription PricePrice to the extent that other holders of Rights (except for the Investor which, one Unit for each Right held (the “pursuant to Sections 2.1 and 2.2 hereof, has agreed not to exercise its Basic Subscription Right”)Privilege and its Over-subscription Privilege) elect not to exercise all of their Rights in the Basic Subscription Privilege. The Rights Shares and Rights Warrants comprising If the Units will separate at Closing and will be issued as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to Shares remaining after the nearest whole number exercise of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Privileges (except by the Investor) is not sufficient to satisfy all requests for Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Privilege”). The Over-Subscription Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to Shares under the Over-subscription Privileges, the Rights holders who exercised their Over-subscription Privileges will be allocated such remaining Rights Shares in proportion to the number of Rights Shares they have purchased through the Basic Subscription Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein)Privilege. (d) The If the pro rata allocation exceeds the number of Rights Shares requested in the Over-subscription Privilege, then each Rights holder only will expire at 5:00 p.m.receive the number of Rights Shares requested, Eastern timeand the remaining Rights Shares from such Rights holder’s pro rata allocation will be divided among other Rights holders exercising their Over-subscription Privilege. If the pro rata allocation is less than the number of Rights Shares requested in the Over-subscription Privilege, on July 26, 2016 (then the “Expiration Date”). The Company shall have excess funds paid by that Rights holder as the right Subscription Price for the Rights Shares not issued will be returned to extend the Expiration Date in its sole discretion. Any such Rights not exercised on holder without interest or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rightsdeduction. (e) All funds from The closing of the exercise purchase of Basic the Rights Shares to be purchased in the Rights Offering and the shares of Class A Common Stock to be purchased by the Investor hereunder will occur at the time, for the Subscription Rights and Over-Subscription Privileges will be deposited with Xxxxx Fargo BankPrice, N.A. (“Xxxxx Fargo”), as subscription agent (in this context, the “Subscription Agent”)manner, and held in a segregated account with on the Subscription Agent pending a final determination of the number of Units, Rights Shares terms and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Privileges. The Company may conduct a closing conditions of the Rights Offering as will be set forth in the Registration Statement. (a “Closing”f) at The Company will pay all of its sole discretion at expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of any time following subscription and information agents, its counsel and accounting fees and expenses, costs associated with clearing the Expiration DateRights Shares for sale under applicable state securities laws and listing fees.