The Investor Warrants will have an exercise price of $3.85 per share, will not be exercisable for six months, have a five year term and contain standard anti-dilution provisions. The Investor Warrants will permit cashless excercise unless the resale of the shares underlying the Warrants have been registered under the Securities Act, in which case, they must be exercised for cash.

Upon closing, the Registrant will pay its placement agent (the "Placement Agent") a cash fee of $152,782 and will issue the placement agent a warrant to purchase up to 94,348 shares of common stock (the "Placement Agent Warrant") at an exercise price of $3.85 per share, for services rendered in connection with the transactions. The Placement Agent Warrant will not be exercisable for six months following the date of issuance, have a term of seven years, permit the holder to exercise on a cashless basis and contains standard anti-dilution provisions.

The Company, the Investors and the Placement Agent will also enter into a Registration Rights Agreement pursuant to which the Company will agree to file a registration statement within 30 calendar days of closing (the "Required Filing Date") to register the resale of the shares of common stock acquired by the Investors at closing, and to register the resale of the shares issuable upon exercise of the Investor Warrants and the Placement Agent Warrant. The Company will agree to use its best efforts to cause the registration statement to be declared effective within 60 days of the Required Filing Date (the "Required Effective Date"). In the event the Company fails to file the registration statement by the Required Filing Date, then the Company will be obligated to immediately pay the Investors as compensation for such delay an amount equal to 1.5% of the gross proceeds received from the offering of the Units. If the registration statement is not declared effective by the Required Effective Date, then the Company will be obligated to pay the Investors as compensation for such delay an amount equal to 1.5% of the gross proceeds for each 30-day period or portion thereof until the registration statement is declared effective; provided, however, the maximum aggregate amount that the Company will be obligated to pay the Investors under the Registration Rights Agreement cannot, under any circumstances, exceed 12% of the gross proceeds from the offering of the Units.