Legend Securities Agreement
On January 24, 2012, we entered into an investment banking agreement with Legend Securities, Inc. (“Legend”), pursuant to which Legend agrees to provide business advisory services to us for a period of up to twelve months, which may be extended by us for up to an additional six months upon notice to Legend. The agreement may be terminated by either party at any time after 90 days upon notice to the other party. In consideration for Legend’s services, we agreed to pay Legend a monthly advisory fee of $19,000 and to issue Legend a warrant to purchase 400,000 shares of our common stock at an exercise price per share equal to the average closing price of our common stock for the ten trading days ending three days prior to the effective date of the investment banking agreement. The warrant will vest as to 100,000 of the warrant shares upon issuance and as to an additional 100,000 of the warrant shares on each of the first three quarterly anniversaries of issuance, and will be exercisable for a period of five years. Under the investment banking agreement, we also agreed to give Legend “piggy back” registration rights with respect to the shares of our common stock underlying the warrant in any registration statement filed by us on behalf of holders of our securities in connection with resales of such securities by the holders.