Common use of UNDERWRITING LOCK-UP AGREEMENT Clause in Contracts

UNDERWRITING LOCK-UP AGREEMENT. At any time during the period beginning on and including the Initial Closing Date and ending on the date which is four years after the Initial Closing Date, the Company may require that all, but not less than all, of the holders of the Preferred Shares enter into a "lock-up" agreement with the underwriters of a public offering of the Common Stock pursuant to which the holders would agree not to sell any Conversion Shares or Warrant Shares during the period beginning on the date designated by the Company, which date shall be not less than 20 business days after the holders' receipt of such notice, and ending on the date which is the earlier of the closing date of such offering and 90 days after the beginning of the lock-up period as designated by the Company (the "UNDERWRITING LOCK-UP PERIOD"). The Company shall exercise this right by delivering written notice (the "LOCK-UP REQUEST NOTICE") of such request to all of the holders of the Preferred Shares then outstanding at least 20 business days prior to the date on which the Underwriting Lock-Up Period will begin, but in no event prior to the filing of the registration statement for such proposed offering. The Lock-up Request Notice shall state (i) that the underwriters of such offering have requested that the holders of the Preferred Shares enter into a "lock-up" agreement, (ii) the date on which the Underwriting Lock-Up Period will begin, and (iii) the name of the managing underwriters of the proposed offering. Notwithstanding the foregoing, the Company shall not be entitled to require the holders to enter into a "lock-up" agreement unless (A) the Underwriting Lock-Up Period is not more than 90 days, (B) the Underwriting Lock-Up Period shall terminate immediately upon (I) the termination or abandonment or indefinite delay of the underwritten offering, (II) the announcement of a pending or consummated Major Transaction or (III) the occurrence of a Triggering Event, (C) all officers and directors of the Company enter into substantially similar "lock-up" agreements, (D) such underwritten public offering is completed at a price per share to the public of not less than $5.50 per share (subject to adjustment as a result of any stock split, stock dividend, recapitalization, reverse stock split, consolidation, exchange or similar event) and generates aggregate gross proceeds to the Company of at least $12,000,000, (E) there has been no other Underwriting Lock-Up Period, and (F) during the period beginning on and including the date which is twenty business days prior to the filing of the registration statement for the proposed offering and

UNDERWRITING LOCK-UP AGREEMENT. At any time during the period beginning on and including the Initial Closing Date and ending on the date which is four years after the Initial Closing Maturity Date, if any, the Company may require that all, but not less than all, of the holders of the Preferred Shares enter into a "lock-up" agreement with the underwriters of a public offering of the Common Stock pursuant to which the holders would agree not to sell or transfer any Conversion Shares or Warrant issued with respect to Preferred Shares converted on Conversion Dates (as defined in the Certificate of Designations) during the period beginning on the date designated by the Company, which date shall be not less than 20 10 business days after the holders' receipt of such notice, and ending on the date which is the earlier of the closing date of such offering and 90 up to 30 days after the beginning of the lock-up period as designated by the Company (the "UNDERWRITING LOCKUnderwriting Lock-UP PERIODUp Period"). The Company shall exercise this right by delivering written notice (the "LOCKLock-UP REQUEST NOTICEUp Request Notice") of such request to all of the holders of the Preferred Shares then outstanding at least 20 10 business days prior to the date on which the Underwriting Lock-Up Period will begin, but in no event prior to the filing of the registration statement for such proposed offering. The Lock-up Up Request Notice shall state (i) that the underwriters of such offering have requested that the holders of the Preferred Shares enter into a "lock-up" agreement, (ii) the date on which the Underwriting Lock-Up Period will begin, and (iii) the name of the managing underwriters of the proposed offering. Notwithstanding the foregoing, the Company shall not be entitled to require the holders to enter into a "lock-up" agreement unless (A) the Underwriting Lock-Up Period is not more than 90 30 days, (B) the Underwriting Lock-Up Period shall terminate immediately upon (I) the termination or abandonment or indefinite delay of the underwritten offering, (II) the announcement of a pending or consummated Major Transaction or (III) the occurrence of a Triggering Event, (C) all officers and directors of the Company enter into substantially similar "lock-up" agreements, (D) such underwritten public offering is completed at a price per share to the public of not less than $5.50 4.00 per share (subject to adjustment as a result of any stock split, stock dividend, recapitalization, reverse stock split, consolidation, exchange or similar event) and generates aggregate gross proceeds to the Company of at least $12,000,00010,000,000, (E) there has been no other Underwriting Lock-Up PeriodPeriod during the 365-day period immediately preceding the first day of the Underwriting Lock-Up Period being requested, and (F) during the period beginning on and including the date which is twenty 20 business days prior to the filing of the registration statement for the proposed offering andand ending on and including the first day of the Underwriting Lock-Up Period, the Registration Statement has been effective and available for sale of all of the Registrable Securities, there has been no Grace Period (as defined in the Registration Rights Agreement) and there has been no stop order or other regulatory prohibition on trading of the Common Stock and (G) the offering shall be underwritten by one or more of the underwriters included on Schedule 4(n). In the event the Company requires an Underwriting Lock-Up Period, the Maturity Date (as defined in the Certificate of Designations) shall be extended two (2) days for each day in the Underwriting Lock-Up Period as provided in Section 2(g) of the Certificate of Designations. If the Company delivers a Lock-Up Request Notice and the underwritten public offering is not consummated within 90 days of the first day of the Underwritten Lock-Up Period, then the Company may not require another Underwritten Lock-Up Period pursuant to this Section 4(n).

UNDERWRITING LOCK-UP AGREEMENT. At any time during the period beginning on and including the Initial Closing Date and ending on the date which is four two years after the Initial Closing Date, while at least 150 Preferred Shares remain outstanding the Company may require that all, but not less than all, of the holders of the Preferred Shares enter into a "lock-up" agreement with the underwriters of a public offering of the Common Stock pursuant to which the holders would agree not to sell any Conversion Shares or Warrant issued with respect to Preferred Shares converted on Conversion Dates (as defined in the Certificate of Designations) during the period beginning on the date designated by the CompanyCompany (which may be specified as the date that the registration statement for such public offering is declared effective by the SEC), which date shall be not less than 20 10 business days after the holders' receipt of such notice, and ending on the date which is the earlier of the closing date of such offering and 90 days after the beginning of the lock-up period as designated by the Company (the "UNDERWRITING LOCK-UP PERIOD"). The Company shall exercise this right by delivering written notice (the "LOCK-UP REQUEST NOTICE") of such request to all of the holders of the Preferred Shares then outstanding at least 20 10 business days prior to the date on which the Underwriting Lock-Up Period will begin, but in no event prior to the filing of the registration statement for such proposed offering. The Lock-up Request Notice shall state (i) that the underwriters of such offering have requested that the holders of the Preferred Shares enter into a "lock-up" agreement, (ii) the date on which the Underwriting Lock-Up Period will begin, and (iii) the name of the managing underwriters of the proposed offering. Notwithstanding the foregoing, the Company shall not be entitled to require the holders to enter into a "lock-up" agreement unless (A) the Underwriting Lock-Up Period is not more than 90 days, (B) the Underwriting Lock-Up Period shall terminate immediately upon (I) the termination or abandonment or indefinite delay of the underwritten offering, (II) the announcement of a pending or consummated Major Transaction or (III) the occurrence of a Triggering Event, (C) all officers and directors of the Company enter into substantially similar "lock-up" agreements, (D) such underwritten public offering is completed at a price per share to the public of not less than $5.50 10 per share (subject to adjustment as a result of any stock split, stock dividend, recapitalization, reverse stock split, consolidation, exchange or similar event) and generates aggregate gross proceeds to the Company of at least $12,000,00015,000,000, (E) there has been no other Underwriting Lock-Up Period, and (F) during the period beginning on and including the date which is twenty 20 business days prior to the filing of the registration statement for the proposed offering andand ending on and including the first day of the Underwriting Lock-Up Period, the Registration Statement has been effective and there has been no stop order or other regulatory prohibition on trading of the Common Stock, (G) the offering shall be underwritten by one or more of the underwriters included on the Schedule of Underwriters attached to this Agreement and (H) on the date of the Company's delivery of the Lock-Up Request Notice there are at least 150 Preferred Shares outstanding. In the event the Company requires an Underwriting Lock-Up Period, the Mandatory Conversion Date (as defined in the Certificate of Designations) shall be extended one and one-half (1-1/2) days for each day in the Underwriting Lock-Up Period as provided in Section 2(g) of the Certificate of Designations.

UNDERWRITING LOCK-UP AGREEMENT. At any time during the period beginning on and including the Initial Closing Date and ending on the date which is four two years after the Initial Closing Date, while at least 2,500 Preferred Shares remain outstanding the Company may require that all, but not less than all, of the holders of the Preferred Shares enter into a "lock-up" agreement with the underwriters of a public offering of the Common Stock pursuant to which the holders would agree not to sell or transfer any Conversion Shares or Warrant issued with respect to Preferred Shares converted on Conversion Dates (as defined in the Certificate of Designations) during the period beginning on the date designated by the Company, which date shall be not less than 20 10 business days after the holders' receipt of such notice, and ending on the date which is the earlier of the closing date of such offering and 90 up to 60 days after the beginning of the lock-up period as designated by the Company (the "UNDERWRITING LOCK-UP PERIOD"). The Company shall exercise this right by delivering written notice (the "LOCK-UP REQUEST NOTICE") of such request to all of the holders of the Preferred Shares then outstanding at least 20 10 business days prior to the date on which the Underwriting Lock-Up Period will begin, but in no event prior to the filing of the registration statement for such proposed offering. The Lock-up Up Request Notice shall state (i) that the underwriters of such offering have requested that the holders of the Preferred Shares enter into a "lock-up" agreement, (ii) the date on which the Underwriting Lock-Up Period will begin, and (iii) the name of the managing underwriters of the proposed offering. Notwithstanding the foregoing, the Company shall not be entitled to require the holders to enter into a "lock-up" agreement unless (A) the Underwriting Lock-Up Period is not more than 90 60 days, (B) the Underwriting Lock-Up Period shall terminate immediately upon (I) the termination or abandonment or indefinite delay of the underwritten offering, (II) the announcement of a pending or consummated Major Transaction or (III) the occurrence of a Triggering Event, (C) all officers and directors of the Company enter into substantially similar "lock-up" agreements, (D) such underwritten public offering is completed at a price per share to the public of not less than $5.50 6.00 per share (subject to adjustment as a result of any stock split, stock dividend, recapitalization, reverse stock split, consolidation, exchange or similar event) and generates aggregate gross proceeds to the Company of at least $12,000,00015,000,000, (E) there has been no other Underwriting Lock-Up PeriodPeriod during the 365-day period immediately preceding the first day of the Underwriting Lock-Up Period being requested, and (F) during the period beginning on and including the date which is twenty 20 business days prior to the filing of the registration statement for the proposed offering andand ending on and including the first day of the Underwriting Lock-Up Period, the Registration Statement has been effective and available for sale of all of the Registrable Securities, there has been no Grace Period (as defined in the Registration Rights Agreement) and there has been no stop order or other regulatory prohibition on trading of the Common Stock, (G) the offering shall be underwritten by one or more of the underwriters included on Schedule 4(n) and (H) on the date of the Company's delivery of the Lock-Up Request Notice there are at least 2,500 Preferred Shares outstanding. In the event the Company requires an Underwriting Lock-Up Period, the Maturity Date (as defined in the Certificate of Designations) shall be extended two (2) days for each day in the Underwriting Lock-Up Period as provided in Section 2(g) of the Certificate of Designations. If the Company delivers a Lock-Up Request Notice and the underwritten public offering is not consummated within 90 days of the first day of the Underwritten Lock-Up Period, then the Company may not require another Underwritten Lock-Up Period pursuant to this Section 4(n).

UNDERWRITING LOCK-UP AGREEMENT. At any time during the period beginning on and including the Initial Closing Date and ending on the date which is four two years after the Initial Closing Date, while at least 50 Preferred Shares remain outstanding the Company may require that all, but not less than all, of the holders of the Preferred Shares enter into a "lock-up" agreement with the underwriters of a public offering of the Common Stock pursuant to which the holders would agree not to sell any Conversion Shares or Warrant issued with respect to Preferred Shares converted on Conversion Dates (as defined in the Certificate of Designations) during the period beginning on the date designated by the Company, which date shall be not less than 20 10 business days after the holders' receipt of such notice, and ending on the date which is the earlier of the closing date of such offering and up to 90 days after the beginning of the lock-up period as designated by the Company (the "UNDERWRITING LOCK-UP PERIOD"). The Company shall exercise this right by delivering written notice (the "LOCK-UP REQUEST NOTICE") of such request to all of the holders of the Preferred Shares then outstanding at least 20 10 business days prior to the date on which the Underwriting Lock-Up Period will begin, but in no event prior to the filing of the registration statement for such proposed offering. The Lock-up Up Request Notice shall state (i) that the underwriters of such offering have requested that the holders of the Preferred Shares enter into a "lock-up" agreement, (ii) the date on which the Underwriting Lock-Up Period will begin, and (iii) the name of the managing underwriters of the proposed offering. Notwithstanding the foregoing, the Company shall not be entitled to require the holders to enter into a "lock-up" agreement unless (A) the Underwriting Lock-Up Period is not more than 90 days, (B) the Underwriting Lock-Up Period shall terminate immediately upon (I) the termination or abandonment or indefinite delay of the underwritten offering, (II) the announcement of a pending or consummated Major Transaction or (III) the occurrence of a Triggering Event, (C) all officers and directors of the Company enter into substantially similar "lock-up" agreements, (D) such underwritten public offering is completed at a price per share to the public of not less than $5.50 7.50 per share (subject to adjustment as a result of any stock split, stock dividend, recapitalization, reverse stock split, consolidation, exchange or similar event) and generates aggregate gross proceeds to the Company of at least $12,000,00015,000,000, (E) there has been no other Underwriting Lock-Up PeriodPeriod during the 365-day period immediately preceding the first day of the Underwriting Lock-Up Period being requested, and (F) during the period beginning on and including the date which is twenty 20 business days prior to the filing of the registration statement for the proposed offering andand ending on and including the first day of the Underwriting Lock-Up Period, the Registration Statement has been effective and there has been no stop order or other regulatory prohibition on trading of the Common Stock, (G) the offering shall be underwritten by one or more of the underwriters included on the Schedule of Underwriters attached to this Agreement and (H) on the date of the Company's delivery of the Lock-Up Request Notice there are at least 50 Preferred Shares outstanding. In the event the Company requires an Underwriting Lock-Up Period, the Maturity Date (as defined in the Certificate of Designations) shall be extended one and one-half (1 1/2) days for each day in the Underwriting Lock-Up Period as provided in Section 2(g) of the Certificate of Designations.