The Bridge Notes are unsecured obligations of the Company and are subordinate in all respects to the Company's senior secured indebtedness. Interest accrues at a rate of 12% per year and is payable quarterly in arrears on October 1, January 1, April 1 and July 1. The Bridge Notes mature fifteen months following the date of issuance but the Company can prepay, in whole or in part, at any time without penalty. Upon the occurrence of an event of default, the Investor has the right to accelerate the maturity date. Events of default are: (i) cessation of the Company's business; (ii) bankruptcy, appointment of a receiver, assignment for the benefit of creditors, or the Company's written admission that it is unable to pay its debts as they become due; (iii) the failure to pay the interest due on the Bridge Note within three business days of when due; and (iv) a payment default on any Bridge Note held by another Investor. The foregoing description of the Bridge Notes is qualified by reference to the complete terms of such Bridge Notes, the form of which is included herewith as Exhibit 10.2 and incorporated herein by reference.

The Investor Warrants have an exercise price of $0.89 per share, cannot be exercised for a period of six months from the date of issuance, have a term of five years, contain customary anti-dilution provisions and permit cashless exercise if at the time of exercise there is not an effective registration statement covering the shares underlying the Investor Warrants. The foregoing description of the Investor Warrants is qualified by reference to the complete terms of such Investor Warrants, the form of which is included herewith as Exhibit 10.3 and incorporated herein by reference.

The Company paid its placement agent a cash fee equal to $40,000 for services rendered in connection with the Private Placement.