<SEC-DOCUMENT>0001299933-15-001154.txt : 20150728
<SEC-HEADER>0001299933-15-001154.hdr.sgml : 20150728
<ACCEPTANCE-DATETIME>20150728163125
ACCESSION NUMBER:		0001299933-15-001154
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20150723
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150728
DATE AS OF CHANGE:		20150728

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IDI, Inc.
		CENTRAL INDEX KEY:			0001460329
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ADVERTISING [7310]
		IRS NUMBER:				770688094
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-158336
		FILM NUMBER:		151010029

	BUSINESS ADDRESS:	
		STREET 1:		2650 NORTH MILITARY TRAIL
		STREET 2:		SUITE 300
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33431
		BUSINESS PHONE:		5617574000

	MAIL ADDRESS:	
		STREET 1:		2650 NORTH MILITARY TRAIL
		STREET 2:		SUITE 300
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33431

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Tiger Media, Inc.
		DATE OF NAME CHANGE:	20121231

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Searchmedia Holdings Ltd
		DATE OF NAME CHANGE:	20091104

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ID ARIZONA CORP.
		DATE OF NAME CHANGE:	20090330
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_52209.htm
<DESCRIPTION>LIVE FILING
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<TITLE> IDI, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	July 23, 2015
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	IDI, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	333-158336
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	77-0688094
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	2650 North Military Trail, Suite 300, Boca Raton, Florida
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	&nbsp;
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	33431
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	561-757-4000
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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On July 23, 2015, IDI, Inc. (the "Company") raised approximately $10.0 million in gross proceeds from the sale of 1,280,410 shares of the Company&#x2019;s common stock in a registered direct offering to one accredited investor. The purchase price paid by the investor was $7.81 per share. Simultaneously, the Company conducted a private placement offering with the same accredited investor through which it issued the investor, for no additional consideration, warrants to purchase 640,205 shares of common stock. The warrants have an exercise price of $10.00 per share and are exercisable beginning six months from the date of issuance, expiring 36 months from the date of issuance. The Company agreed to file a registration statement registering the shares underlying the investor&#x2019;s warrants.<br> <br>Pursuant to an engagement letter dated July 23, 2015 (the "Placement Agent Agreement") by and between the Company and Chardan Capital Markets, LLC ("Chardan Capital"), Chardan Capital agreed to act as the Company&#x2019;s placement agent in connection with both the registered direct offering and the concurrent private placement. Pursuant to the Placement Agent Agreement, the Company agreed to pay Chardan Capital a cash fee equal to 6% of the gross proceeds of the offering, or $0.4686 per share, as well as reimburse Chardan Capital for its expenses in connection with the offering in the amount of $25,000.<br> <br>The net proceeds to the Company from the offering, after deducting placement agent fees and estimated offering expenses, are approximately $9.365 million. The registered direct offering and the concurrent private placement closed on July 28, 2015.<br> <br>The 1,280,410 shares of common stock were sold, and will be issued, pursuant to the Prospectus Supplement, dated July 24, 2015, to the Prospectus included in the Company&#x2019;s Registration Statement filed with the Securities and Exchange Commission on July 10, 2015.<br><br>The warrants, and shares of common stock issuable upon exercise of the warrants, were sold, and will be issued, in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the "Act") and Rule 506 promulgated thereunder.  These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. As disclosed above, the Company has agreed to file a registration statement registering the shares underlying the warrants.<br>
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	Item 3.02 Unregistered Sales of Equity Securities.
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The disclosure included in Item 1.01 above is incorporated herein by reference.
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	Item 9.01 Financial Statements and Exhibits.
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Exhibit No.	Description<br><br>4.1	  Warrant, dated as of July 23, 2015<br>	<br>10.1	  Securities Purchase Agreement, dated as of July 23, 2015<br>	<br>10.2	  Placement Agent Agreement, dated as of July 23, 2015<br>
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<B>
	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	IDI, Inc.
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	&nbsp;&nbsp;
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<I>
	July 28, 2015
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<I>
	By:
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<I>
	/s/ Derek Dubner
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<I>
	Name: Derek Dubner
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<I>
	Title: Co-Chief Executive Officer
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	4.1
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	&nbsp;
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Warrant, dated as of July 23, 2015
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	10.1
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	&nbsp;
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Securities Purchase Agreement, dated as of July 23, 2015
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	10.2
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	&nbsp;
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Placement Agent Agreement, dated as of July 23, 2015
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<TYPE>EX-4.1
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;4.1</B>
</FONT>

<P align="left" style="font-size: 12pt">NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
&#147;SECURITIES ACT&#148;), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


<P align="center" style="font-size: 12pt"><B>COMMON STOCK PURCHASE WARRANT</B>



<P align="center" style="font-size: 12pt"><B>IDI, INC.</B>



<P align="left" style="font-size: 12pt">Warrant Shares: 640,205 Initial Exercise Date: January&nbsp;23, 2016


<P align="left" style="font-size: 12pt; text-indent: 4%">THIS COMMON STOCK PURCHASE WARRANT (the &#147;Warrant&#148;) certifies that, for value received,
Intracoastal Capital, LLC or its assigns (the &#147;Holder&#148;) is entitled, upon the terms and subject to
the limitations on exercise and the conditions hereinafter set forth, at any time on or after
January&nbsp;23, 2016 (the &#147;Initial Exercise Date&#148;) and on or prior to the close of business on the July
23, 2018 (the &#147;Termination Date&#148;) but not thereafter, to subscribe for and purchase from IDI, Inc.,
a Delaware corporation (the &#147;Company&#148;), up to 640,205 shares (as subject to adjustment hereunder,
the &#147;Warrant Shares&#148;) of Common Stock. The purchase price of one share of Common Stock under this
Warrant shall be equal to the Exercise Price, as defined in Section&nbsp;2(b).


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1</U>. <U>Definitions</U>. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase Agreement (the
&#147;Purchase Agreement&#148;), dated July&nbsp;23, 2015, among the Company and the purchasers signatory thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2</U>. <U>Exercise</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Exercise of Warrant</U>. Exercise of the purchase rights represented by this Warrant
may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on
or before the Termination Date by delivery to the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail
attachment) of the Notice of Exercise in the form annexed hereto and within three (3)&nbsp;Trading Days
of the date said Notice of Exercise is delivered to the Company, the Company shall have received
payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier&#146;s check drawn on a United States bank or, if available, pursuant to the cashless exercise
procedure specified in Section 2(c) below. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically surrender this Warrant to the Company until the Holder has purchased all
of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation within three (3)
Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The
Holder and the Company shall maintain records showing the number of Warrant Shares purchased and
the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1)&nbsp;Business Day of receipt of such notice. <B>The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Exercise Price</U>. The exercise price per share of the Common Stock under this
Warrant shall be <B>$</B>10.00, subject to adjustment hereunder (the &#147;Exercise Price&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Cashless Exercise</U>. If at any time after the original Issue Date, there is no
effective Registration Statement registering, or no current prospectus available for, the resale of
the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at
such time by means of a &#147;cashless exercise&#148; in which the Holder shall be entitled to receive a
number of Warrant Shares equal to the quotient obtained by dividing &#091;(A-B) (X)&#093; by (A), where:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>= the VWAP on the Trading Day immediately preceding the date
on which Holder elects to exercise this Warrant by means of a &#147;cashless
exercise,&#148; as set forth in the applicable Notice of Exercise;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>= the Exercise Price of this Warrant, as adjusted hereunder;
and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(X)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>= the number of Warrant Shares that would be issuable upon
exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree
that in accordance with Section&nbsp;3(a)(9) of the Securities Act, the Warrant Shares shall take on the
characteristics of the Warrants being exercised, and the holding period of the Warrants being
exercised may be tacked on to the holding period of the Warrant Shares.&nbsp;&nbsp;The Company agrees not to
take any position contrary to this Section&nbsp;2(c).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;VWAP&#148; means, for any date, the price determined by the first of the following clauses that
applies: (a)&nbsp;if the Common Stock is then listed or quoted on a Trading Market, the daily volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
(b)&nbsp; if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)&nbsp;if the
Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Stock are then reported in the &#147;Pink Sheets&#148; published by OTC Markets, Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d)&nbsp;in all other cases, the fair market value of a
share of Common Stock as determined by an independent appraiser selected in good faith by the
Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall
be automatically exercised via cashless exercise pursuant to this Section&nbsp;2(c).


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Mechanics of Exercise</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Delivery of Warrant Shares Upon Exercise</U>. Warrant Shares purchased hereunder
shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder&#146;s
or its designee&#146;s balance account with The Depository Trust Company through its Deposit or
Withdrawal at Custodian system (&#147;DWAC&#148;) if the Company is then a participant in such system and
either (A)&nbsp;there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder or (B)&nbsp;the Warrant Shares are eligible for
resale by the Holder without volume or manner-of-sale limitations pursuant to Rule&nbsp;144, and
otherwise by physical delivery of a certificate, registered in the Company&#146;s share register in the
name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise
by the date that is one (1)&nbsp;Trading Day after the delivery to the Company of the Notice of Exercise
(such date, the &#147;Warrant Share Delivery Date&#148;). The Warrant Shares shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been
exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if
permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section&nbsp;2(d)(vi)
prior to the issuance of such shares, having been paid. If the Company fails for any reason to
deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share
Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a
penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the
Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to
$20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for
each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or
Holder rescinds such exercise.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;<U>Delivery of New Warrants Upon Exercise</U>. If this Warrant shall have been
exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant
certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this Warrant<U>.</U>


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;<U>Rescission Rights</U>. If the Company fails to cause the Transfer Agent to transmit
to the Holder the Warrant Shares pursuant to Section&nbsp;2(d)(i) by the Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;<U>Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon
Exercise</U>. In addition to any other rights available to the Holder, if the Company fails to
cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the
provisions of Section&nbsp;2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) or the Holder&#146;s brokerage firm otherwise purchases, shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a &#147;Buy-In&#148;), then the Company shall (A)&nbsp;pay in cash to
the Holder the amount, if any, by which (x)&nbsp;the Holder&#146;s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y)&nbsp;the amount obtained by
multiplying (1)&nbsp;the number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (2)&nbsp;the price at which the sell order giving rise to
such purchase obligation was executed, and (B)&nbsp;at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not
honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of
shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of
$10,000, under clause (A)&nbsp;of the immediately preceding sentence the Company shall be required to
pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the
amount of such loss. Nothing herein shall limit a Holder&#146;s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company&#146;s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;<U>No Fractional Shares or Scrip</U>. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share
which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at
its election, either pay a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the Exercise Price or round up to the next whole share.


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;<U>Charges, Taxes and Expenses</U>. Issuance of Warrant Shares shall be made without
charge to the Holder for any issue or transfer tax or other incidental expense in respect of the
issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such
Warrant Shares shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; <U>provided</U>, <U>however</U>, that in the event that Warrant Shares
are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required
for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or
another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;<U>Closing of Books</U>. The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Holder&#146;s Exercise Limitations</U>. The Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to
Section&nbsp;2 or otherwise, to the extent that after giving effect to such issuance after exercise as
set forth on the applicable Notice of Exercise, the Holder (together with the Holder&#146;s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder&#146;s
Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below).&nbsp; For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i)&nbsp;exercise of the
remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its
Affiliates and (ii)&nbsp;exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Common Stock Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates.&nbsp; Except as set forth in the preceding
sentence, for purposes of this Section&nbsp;2(e), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it
being acknowledged by the Holder that the Company is not representing to the Holder that such
calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any Affiliates) and
of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and
the submission of a Notice of Exercise shall be deemed to be the Holder&#146;s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder. For purposes of this Section&nbsp;2(e), in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A)&nbsp;the Company&#146;s most recent periodic or annual report
filed with the Commission, as the case may be, (B)&nbsp;a more recent public announcement by the Company
or (C)&nbsp;a more recent written notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding.&nbsp; Upon the written or oral request of a Holder, the Company
shall within two Trading Days confirm orally and in writing to the Holder the number of shares of
Common Stock then outstanding.&nbsp; In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its Affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The &#147;Beneficial Ownership Limitation&#148; shall be
4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon
notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of
this Section&nbsp;2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the
provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61<sup>st</sup> day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Beneficial
Ownership Limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to
a successor holder of this Warrant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;3</U>. <U>Certain Adjustments</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Stock Dividends and Splits</U>. If the Company, at any time while this Warrant is
outstanding: (i)&nbsp;pays a stock dividend or otherwise makes a distribution or distributions on shares
of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the
Company upon exercise of this Warrant), (ii)&nbsp;subdivides outstanding shares of Common Stock into a
larger number of shares, (iii)&nbsp;combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv)&nbsp;issues by reclassification of shares
of the Common Stock any shares of capital stock of the Company, then in each case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding immediately after
such event, and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain
unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Subsequent Rights Offerings</U>. In addition to any adjustments pursuant to Section
3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or
rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of shares of Common Stock (the &#147;Purchase Rights&#148;), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder&#146;s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a
result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Pro Rata Distributions</U>. During such time as this Warrant is outstanding, if the
Company shall declare or make any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of
arrangement or other similar transaction) (a &#147;Distribution&#148;), at any time after the issuance of
this Warrant, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution (<U>provided</U>, <U>however</U>,
to the extent that the Holder&#146;s right to participate in any such Distribution would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of
Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Fundamental Transaction</U>. If, at any time while this Warrant is outstanding, (i)
the Company, directly or indirectly, in one or more related transactions effects any merger or
consolidation of the Company with or into another Person, (ii)&nbsp;the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii)&nbsp;any, direct or
indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or
more of the outstanding Common Stock, (iv)&nbsp;the Company, directly or indirectly, in one or more
related transactions effects any reclassification, reorganization or recapitalization of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v)&nbsp;the Company, directly or
indirectly, in one or more related transactions consummates a stock or share purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a &#147;Fundamental Transaction&#148;), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the
exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the &#147;Alternate Consideration&#148;) receivable as a result of such Fundamental Transaction by a holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to
such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of
this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the
Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction,
the Company or any Successor Entity (as defined below) shall, at the Holder&#146;s option, exercisable
at any time concurrently with, or within 30&nbsp;days after, the consummation of the Fundamental
Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal
to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the
consummation of such Fundamental Transaction. &#147;Black Scholes Value&#148; means the value of this
Warrant based on the Black and Scholes Option Pricing Model obtained from the &#147;OV&#148; function on
Bloomberg, L.P. (&#147;Bloomberg&#148;) determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A)&nbsp;a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between the date of the
public announcement of the applicable Fundamental Transaction and the Termination Date, (B)&nbsp;an
expected volatility equal to the greater of 100% and the 100&nbsp;day volatility obtained from the HVT
function on Bloomberg as of the Trading Day immediately following the public announcement of the
applicable Fundamental Transaction, (C)&nbsp;the underlying price per share used in such calculation
shall be the sum of the price per share being offered in cash, if any, plus the value of any
non-cash consideration, if any, being offered in such Fundamental Transaction and (D)&nbsp;a remaining
option time equal to the time between the date of the public announcement of the applicable
Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the &#147;Successor Entity&#148;) to
assume in writing all of the obligations of the Company under this Warrant and the other
Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the
Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or
its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to
such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the
occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of
this Warrant and the other Transaction Documents referring to the &#147;Company&#148; shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all
of the obligations of the Company under this Warrant and the other Transaction Documents with the
same effect as if such Successor Entity had been named as the Company herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Calculations</U>. All calculations under this Section&nbsp;3 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section&nbsp;3, the
number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Notice to Holder</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Adjustment to Exercise Price</U>. Whenever the Exercise Price is adjusted pursuant to
any provision of this Section&nbsp;3, the Company shall promptly mail to the Holder a notice setting
forth the Exercise Price after such adjustment and any resulting adjustment to the number of
Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;<U>Notice to Allow Exercise by Holder</U>. If (A)&nbsp;the Company shall declare a dividend
(or any other distribution in whatever form) on the Common Stock, (B)&nbsp;the Company shall declare a
special nonrecurring cash dividend on or a redemption of the Common Stock, (C)&nbsp;the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D)&nbsp;the approval of any
stockholders of the Company shall be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (E)&nbsp;the Company shall authorize the
voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be mailed to the Holder at its last address as it
shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)&nbsp;the date on which a
record is to be taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be
determined or (y)&nbsp;the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided in this Warrant
constitutes, or contains, material, non-public information regarding the Company or any of the
Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;4</U>. <U>Transfer of Warrant</U>.


<P align="left" style="font-size: 12pt; text-indent: 3%">(a)&nbsp;<U>Transferability</U>. Subject to compliance with any applicable securities laws and
the conditions set forth in Section 4(d) hereof and to the provisions of Section&nbsp;4.1 of the
Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the
denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically surrender this Warrant to the Company unless the Holder has assigned this
Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three
(3)&nbsp;Trading Days of the date the Holder delivers an assignment form to the Company assigning this
Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Warrant issued.


<P align="left" style="font-size: 12pt; text-indent: 3%">(b)&nbsp;<U>New Warrants</U>. This Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued, signed by the Holder
or its agent or attorney. Subject to compliance with Section&nbsp;4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such
notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and
shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


<P align="left" style="font-size: 12pt; text-indent: 3%">(c)&nbsp;<U>Warrant Register</U>. The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the &#147;Warrant Register&#148;), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.


<P align="left" style="font-size: 12pt; text-indent: 3%">(d)&nbsp;<U>Transfer Restrictions</U>. If, at the time of the surrender of this Warrant in
connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i)
registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii)&nbsp;eligible for resale without volume or
manner-of-sale restrictions or current public information requirements pursuant to Rule&nbsp;144, the
Company may require, as a condition of allowing such transfer, that the Holder or transferee of
this Warrant, as the case may be, comply with the provisions of Section&nbsp;5.7 of the Purchase
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 3%">(e)&nbsp;<U>Representation by the Holder</U>. The Holder, by the acceptance hereof, represents
and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the
Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities
Act or any applicable state securities law, except pursuant to sales registered or exempted under
the Securities Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5</U>. <U>Miscellaneous</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>No Rights as Stockholder Until Exercise</U>. This Warrant does not entitle the Holder
to any voting rights, dividends or other rights as a stockholder of the Company prior to the
exercise hereof as set forth in Section&nbsp;2(d)(i), except as expressly set forth in Section&nbsp;3.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Loss, Theft, Destruction or Mutilation of Warrant</U>. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the
case of the Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or stock certificate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Saturdays, Sundays, Holidays, etc</U>. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not be a Business Day,
then, such action may be taken or such right may be exercised on the next succeeding Business Day.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Authorized Shares</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company covenants that, during the period the Warrant is outstanding, it will reserve from
its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the
purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of the Trading Market upon which the
Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be
duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and
charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


<P align="left" style="font-size: 12pt; text-indent: 4%">Except and to the extent as waived or consented to by the Holder, the Company shall not by any
action, including, without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate to protect the
rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i)&nbsp;not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in par value, (ii)
take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and
(iii)&nbsp;use commercially reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the
Company to perform its obligations under this Warrant.


<P align="left" style="font-size: 12pt; text-indent: 4%">Before taking any action which would result in an adjustment in the number of Warrant Shares
for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Jurisdiction</U>. All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be determined in accordance with the provisions of the
Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Restrictions</U>. The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will
have restrictions upon resale imposed by state and federal securities laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>Nonwaiver and Expenses</U>. No course of dealing or any delay or failure to exercise
any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise
prejudice the Holder&#146;s rights, powers or remedies, notwithstanding the fact that all rights
hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to
comply with any provision of this Warrant, which results in any material damages to the Holder, the
Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys&#146; fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Notices</U>. Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered in accordance with the notice
provisions of the Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;<U>Limitation of Liability</U>. No provision hereof, in the absence of any affirmative
action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein
of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(j)&nbsp;<U>Remedies</U>. The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant
and hereby agrees to waive and not to assert the defense in any action for specific performance
that a remedy at law would be adequate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(k)&nbsp;<U>Successors and Assigns</U>. Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the
successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time
of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


<P align="left" style="font-size: 12pt; text-indent: 4%">(l)&nbsp;<U>Amendment</U>. This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.


<P align="left" style="font-size: 12pt; text-indent: 4%">(m)&nbsp;<U>Severability</U>. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(n)&nbsp;<U>Headings</U>. The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.


<P align="center" style="font-size: 12pt">********************



<P align="center" style="font-size: 12pt"><I>(Signature Page Follows)</I>




<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized as of the date first above indicated.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>IDI, INC.</B></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Michael Brauser&#151;</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Michael Brauser<BR>
Title: Executive Chairman</DIV></TD>
</TR>
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</TABLE>
</DIV>


<P align="center" style="font-size: 12pt"><B>NOTICE OF EXERCISE</B>



<P align="left" style="font-size: 12pt">TO: IDI, INC.


<P align="left" style="font-size: 12pt; text-indent: 7%">(1)&nbsp;The undersigned hereby elects to purchase <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> Warrant Shares of the Company pursuant
to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if any.


<P align="left" style="font-size: 12pt; text-indent: 7%">(2)&nbsp;Payment shall take the form of (check applicable box):



<P align="left" style="margin-left:10%; font-size: 12pt">&#091; &#093; in lawful money of the United States; or



<P align="left" style="margin-left:10%; font-size: 12pt">&#091; &#093; &#091;if permitted the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in subsection 2(c), to
exercise this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth in subsection
2(c).


<P align="left" style="font-size: 12pt; text-indent: 7%">(3)&nbsp;Please issue said Warrant Shares in the name of the undersigned or in such other name as
is specified below:


<P align="left" style="font-size: 12pt; text-indent: 10%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt">The Warrant Shares shall be delivered to the following DWAC Account Number:


<P align="left" style="font-size: 12pt; text-indent: 10%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 10%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 10%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 7%">(4)&nbsp;<U>Accredited Investor</U>. The undersigned is an &#147;accredited investor&#148; as defined in
Regulation&nbsp;D promulgated under the Securities Act of 1933, as amended.


<P align="left" style="font-size: 12pt">&#091;SIGNATURE OF HOLDER&#093;


<P align="left" style="font-size: 12pt">Name of Investing Entity: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
<I>Signature of Authorized Signatory of Investing Entity</I>:
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Name of Authorized Signatory: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Title of Authorized Signatory: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Date: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt">ASSIGNMENT FORM



<P align="left" style="font-size: 12pt; text-indent: 1%"><I>(To assign the foregoing Warrant, execute this form and supply required information. Do not
use this form to purchase shares.)</I>


<P align="left" style="font-size: 12pt; text-indent: 1%">FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned
to

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Please Print)</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Address:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Please Print)</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Holder&#146;s Signature:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Holder&#146;s Address:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">3




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<DESCRIPTION>EX-10.1
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;10.1
</FONT>

<P align="center" style="font-size: 12pt"><B>SECURITIES PURCHASE AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Securities Purchase Agreement (this &#147;<U>Agreement</U>&#148;) is dated as of July&nbsp;23, 2015,
between IDI, Inc., a Delaware corporation (the &#147;<U>Company</U>&#148;), and each purchaser identified on
the signature pages hereto (each, including its successors and assigns, a &#147;<U>Purchaser</U>&#148; and
collectively the &#147;<U>Purchasers</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i)
an effective registration statement under the Securities Act of 1933, as amended (the
&#147;<U>Securities Act</U>&#148;) and (ii)&nbsp;an exemption from the registration requirements of Section&nbsp;5 of
the Securities Act contained in Section&nbsp;4(a)(2) thereof and/or Regulation&nbsp;D thereunder, the Company
desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires
to purchase from the Company, securities of the Company as more fully described in this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and each Purchaser agree as follows:


<P align="center" style="font-size: 12pt"><B>ARTICLE I.</B><BR>
DEFINITIONS



<P align="left" style="font-size: 12pt; text-indent: 4%">1.1 <U> Definitions</U>. In addition to the terms defined elsewhere in this Agreement, for
all purposes of this Agreement, the following terms have the meanings set forth in this Section
1.1:


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Acquiring Person</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;4.5.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Action</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(j).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Affiliate</U>&#148; means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule&nbsp;405 under the Securities Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Board of Directors</U>&#148; means the board of directors of the Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Business Day</U>&#148; means any day except any Saturday, any Sunday, any day which is
a federal legal holiday in the United States or any day on which banking institutions in the
State of New York are authorized or required by law or other governmental action to close.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Closing</U>&#148; means the closing of the purchase and sale of the Securities pursuant
to Section&nbsp;2.1.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Closing Date</U>&#148; means the Trading Day on which all of the Transaction Documents
have been executed and delivered by the applicable parties thereto, and all conditions
precedent to (i)&nbsp;the Purchasers&#146; obligations to pay the Subscription Amount and (ii)&nbsp;the
Company&#146;s obligations to deliver the Securities, in each case, have been satisfied or
waived, but in no event later than the third Trading Day following the date hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Commission</U>&#148; means the United States Securities and Exchange Commission.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; means the common stock of the Company, par value $0.0005 per
share, and any other class of securities into which such securities may hereafter be
reclassified or changed.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock Equivalents</U>&#148; means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,
including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Company Counsel</U>&#148; means Nason, Yeager, Gerson, White&nbsp;& Lioce, P.A., with
offices located at 1645 Palm Beach Lakes Blvd., Suite&nbsp;1200, West Palm Beach, Florida 33401.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Escrow Agent</U>&#148; means Signature Bank, a New York State chartered bank, with
offices at 261 Madison Avenue, New York, New York 10016.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Escrow Agreement</U>&#148; means the escrow agreement which may be entered into prior
to the Closing Date, by and among the Company, the Escrow Agent and Placement Agent pursuant
to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be
applied to the transactions contemplated hereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Evaluation Date</U>&#148; shall have the meaning ascribed to such term in Section
3.1(s).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Exempt Issuance</U>&#148; means the issuance of (a)&nbsp;shares of Common Stock or options
to employees, officers or directors of the Company pursuant to any stock or option plan duly
adopted for such purpose, by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established
for such purpose for services rendered to the Company, (b)&nbsp;securities upon the exercise or
exchange of or conversion of any Securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Agreement, provided that such securities have not been
amended since the date of this Agreement to increase the number of such securities or to
decrease the exercise price, exchange price or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such
securities, and (c)&nbsp;securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company, provided that any such
issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or
through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in
which the Company is issuing securities primarily for the purpose of raising capital or to
an entity whose primary business is investing in securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>FCPA</U>&#148; means the Foreign Corrupt Practices Act of 1977, as amended.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>GAAP</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(h).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Indebtedness</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(aa).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Intellectual Property Rights</U>&#148; shall have the meaning ascribed to such term in
Section&nbsp;3.1(p).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Liens</U>&#148; means a lien, charge, pledge, security interest, encumbrance, right of
first refusal, preemptive right or other restriction.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Material Adverse Effect</U>&#148; shall have the meaning assigned to such term in
Section&nbsp;3.1(b).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Material Permits</U>&#148; shall have the meaning ascribed to such term in Section
3.1(n).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Participation Maximum</U>&#148; shall have the meaning ascribed to such term in Section
4.11(a).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Per Share Purchase Price</U>&#148; equals $7.81, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar transactions of
the Common Stock that occur after the date of this Agreement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Person</U>&#148; means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Placement Agent</U>&#148; means Chardan Capital Markets, LLC.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Pre-Notice</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;4.11(b).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Pro Rata Portion</U>&#148; shall have the meaning ascribed to such term in Section
4.11(e).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Proceeding</U>&#148; means an action, claim, suit, investigation or proceeding
(including, without limitation, an informal investigation or partial proceeding, such as a
deposition), whether commenced or threatened.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Prospectus</U>&#148; means the final prospectus filed for the Registration Statement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Prospectus Supplement</U>&#148; means the supplement to the Prospectus complying with
Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the
Company to each Purchaser at the Closing.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Purchaser Party</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;4.8.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Registration Statement</U>&#148; means the effective registration statement with
Commission file No.&nbsp;333-205614 which registers the sale of the Shares to the Purchasers.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Regulation&nbsp;FD</U>&#148; means Regulation&nbsp;FD promulgated by the Commission pursuant to
the Exchange Act, as such Regulation may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Regulation.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Required Approvals</U>&#148; shall have the meaning ascribed to such term in Section
3.1(e).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Rule&nbsp;144</U>&#148; means Rule&nbsp;144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Rule&nbsp;424</U>&#148; means Rule&nbsp;424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>SEC Reports</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(h).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Securities</U>&#148; means the Shares, the Warrants and the Warrant Shares.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Securities Act</U>&#148; means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Shares</U>&#148; means the shares of Common Stock issued or issuable to each Purchaser
pursuant to this Agreement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Short Sales</U>&#148; means all &#147;short sales&#148; as defined in Rule&nbsp;200 of Regulation&nbsp;SHO
under the Exchange Act (but shall not be deemed to include the location and/or reservation
of borrowable shares of Common Stock).&nbsp;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Subscription Amount</U>&#148; means, as to each Purchaser, the aggregate amount to be
paid for Shares and Warrants purchased hereunder as specified below such Purchaser&#146;s name on
the signature page of this Agreement and next to the heading &#147;Subscription Amount,&#148; in
United States dollars and in immediately available funds.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Subsequent Financing</U>&#148; shall have the meaning ascribed to such term in Section
4.11(a).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Subsequent Financing Notice</U>&#148; shall have the meaning ascribed to such term in
Section&nbsp;4.11(b).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Subsidiary</U>&#148; means any subsidiary of the Company as set forth on <U>Schedule
3.1(a)</U>, and shall, where applicable, also include any direct or indirect subsidiary of
the Company formed or acquired after the date hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Trading Day</U>&#148; means a day on which the principal Trading Market is open for
trading.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Trading Market</U>&#148; means any of the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange (or any successors to any of the foregoing).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Transaction Documents</U>&#148; means this Agreement, the Warrants and any other
documents or agreements executed in connection with the transactions contemplated hereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Transfer Agent</U>&#148; means Continental Stock Transfer & Trust Company, the current
transfer agent of the Company, with a mailing address of 17 Battery Place, New York, NY
10004, and any successor transfer agent of the Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Warrants</U>&#148; means, collectively, the Common Stock purchase warrants delivered to
the Purchasers at the Closing in accordance with Section&nbsp;2.2(a) hereof, which Warrants shall
be exercisable six months from the Closing Date and have a term of exercise equal to two and
a half years from such initial exercise date, in the form of <U>Exhibit&nbsp;A</U> attached
hereto.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Warrant Shares</U>&#148; means the shares of Common Stock issuable upon exercise of the
Warrants.


<P align="center" style="font-size: 12pt"><B>ARTICLE II.</B><BR>
PURCHASE AND SALE



<P align="left" style="font-size: 12pt; text-indent: 4%">2.1 <U>Closing</U>. On the Closing Date, upon the terms and subject to the conditions set
forth herein, substantially concurrent with the execution and delivery of this Agreement by the
parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree
to purchase, up to an aggregate of $10,000,000 of Shares and Warrants. Each Purchaser shall
deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds
equal to such Purchaser&#146;s Subscription Amount as set forth on the signature page hereto executed by
such Purchaser and the Company shall deliver to each Purchaser its respective Shares and a Warrant
as determined pursuant to Section&nbsp;2.2(a), and the Company and each Purchaser shall deliver the
other items set forth in Section&nbsp;2.2 deliverable at the Closing. Upon satisfaction of the
covenants and conditions set forth in Sections&nbsp;2.2 and 2.3, the Closing shall occur at the offices
of Company Counsel or such other location as the parties shall mutually agree.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.2 <U>Deliveries</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;On or prior to the Closing Date, the Company shall deliver or cause to be delivered
to each Purchaser the following:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;this Agreement duly executed by the Company;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;a legal opinion of Company Counsel, substantially in the form of
<U>Exhibit&nbsp;B</U> attached hereto;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;a copy of the irrevocable instructions to the Transfer Agent instructing
the Transfer Agent to deliver on an expedited basis via The Depository Trust Company
Deposit or Withdrawal at Custodian system (&#147;<U>DWAC</U>&#148;) Shares equal to such
Purchaser&#146;s Subscription Amount divided by the Per Share Purchase Price, registered
in the name of such Purchaser;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;a Warrant registered in the name of such Purchaser to purchase up to a
number of shares of Common Stock equal to 50% of such Purchaser&#146;s Shares, with an
exercise price equal to $10.00, subject to adjustment therein (such Warrant
certificate may be delivered within three Trading Days of the Closing Date); and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(v)&nbsp;the Prospectus and Prospectus Supplement (which may be delivered in
accordance with Rule&nbsp;172 under the Securities Act).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;On or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered to the Company or the Escrow Agent, as applicable, the following:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;this Agreement duly executed by such Purchaser; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;to the Escrow Agent, such Purchaser&#146;s Subscription Amount by wire transfer
to the account specified in the Escrow Agreement or as otherwise directed by the
Placement Agent for delivery to the account of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.3 <U>Closing Conditions</U>.<U> </U>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the accuracy in all material respects (or, to the extent representations or
warranties are qualified by materiality or Material Adverse Effect, in all respects)
on the Closing Date of the representations and warranties of the Purchasers
contained herein (unless as of a specific date therein in which case they shall be
accurate as of such date);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;all obligations, covenants and agreements of each Purchaser required to be
performed at or prior to the Closing Date shall have been performed; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the delivery by each Purchaser of the items set forth in Section&nbsp;2.2(b)
of this Agreement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;The respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the accuracy in all material respects (or, to the extent representations or
warranties are qualified by materiality or Material Adverse Effect, in all respects)
when made and on the Closing Date of the representations and warranties of the
Company contained herein (unless as of a specific date therein);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been performed;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the delivery by the Company of the items set forth in Section&nbsp;2.2(a) of
this Agreement;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;there shall have been no Material Adverse Effect with respect to the
Company since the date hereof; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(v)&nbsp;from the date hereof to the Closing Date, trading in the Common Stock shall
not have been suspended by the Commission or the Company&#146;s principal Trading Market,
and, at any time prior to the Closing Date, trading in securities generally as
reported by Bloomberg L.P. shall not have been suspended or limited, or minimum
prices shall not have been established on securities whose trades are reported by
such service, or on any Trading Market, nor shall a banking moratorium have been
declared either by the United States or New York State authorities nor shall there
have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material
adverse change in, any financial market which, in each case, in the reasonable
judgment of such Purchaser, makes it impracticable or inadvisable to purchase the
Securities at the Closing.


<P align="center" style="font-size: 12pt"><B>ARTICLE III.</B><BR>
REPRESENTATIONS AND WARRANTIES



<P align="left" style="font-size: 12pt; text-indent: 4%">3.1 <U>Representations and Warranties of the Company</U>. Except as set forth in the SEC
Reports, which SEC Reports shall be deemed a part hereof and shall qualify any representation or
otherwise made herein to the extent of the disclosure contained in the SEC Reports, the Company
hereby makes the following representations and warranties to each Purchaser:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a) <U>Subsidiaries</U>. All of the direct and indirect subsidiaries of the Company
are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the
capital stock or other equity interests of each Subsidiary free and clear of any Liens, and
all of the issued and outstanding shares of capital stock of each Subsidiary are validly
issued and are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities. If the Company has no subsidiaries, all other
references to the Subsidiaries or any of them in the Transaction Documents shall be
disregarded.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b) <U>Organization and Qualification</U>. The Company and each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as
currently conducted. Neither the Company nor any Subsidiary is in violation nor default of
any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, could not have or reasonably be expected to result in:
(i)&nbsp;a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii)&nbsp;a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken
as a whole, or (iii)&nbsp;a material adverse effect on the Company&#146;s ability to perform in any
material respect on a timely basis its obligations under any Transaction Document (any of
(i), (ii)&nbsp;or (iii), a &#147;<U>Material Adverse Effect</U>&#148;) and no Proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c) <U>Authorization; Enforcement</U>. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by this
Agreement and each of the other Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder. The execution and delivery of this Agreement and each
of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the Company, the
Board of Directors or the Company&#146;s stockholders in connection herewith or therewith other
than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by
the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except (i)&nbsp;as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors&#146; rights generally, (ii)&nbsp;as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii)&nbsp;insofar as indemnification and contribution provisions may be limited by
applicable law.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d) <U>No Conflicts</U>. The execution, delivery and performance by the Company of
this Agreement and the other Transaction Documents to which it is a party, the issuance and
sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i)&nbsp;conflict with or violate any provision of the Company&#146;s
or any Subsidiary&#146;s certificate or articles of incorporation, bylaws or other organizational
or charter documents, or (ii)&nbsp;conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any
Lien upon any of the properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any
Subsidiary is bound or affected, or (iii)&nbsp;subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected; except in
the case of each of clauses (ii)&nbsp;and (iii), such as could not have or reasonably be expected
to result in a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e) <U>Filings, Consents and Approvals</U>. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of
the Transaction Documents, other than: (i)&nbsp;the filings required pursuant to Section&nbsp;4.4 of
this Agreement, (ii)&nbsp;the filing with the Commission of the Prospectus Supplement, (iii)
application(s) to each applicable Trading Market for the listing of the Shares and Warrant
Shares for trading thereon in the time and manner required thereby and (iv)&nbsp;such filings as
are required to be made under applicable state securities laws (collectively, the
&#147;<U>Required Approvals</U>&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f) <U>Issuance of the Securities; Registration</U>. The Securities are duly
authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the
terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear
of all Liens imposed by the Company. The Company has reserved from its duly authorized
capital stock the maximum number of shares of Common Stock issuable pursuant to this
Agreement and the Warrants. The Company has prepared and filed the Registration Statement in
conformity with the requirements of the Securities Act, which became effective on&nbsp;July&nbsp;21,
2015 (the &#147;<U>Effective Date</U>&#148;), including the Prospectus, and such amendments and
supplements thereto as may have been required to the date of this Agreement. The
Registration Statement is effective under the Securities Act and no stop order preventing or
suspending the effectiveness of the Registration Statement or suspending or preventing the
use of the Prospectus has been issued by the Commission and no proceedings for that purpose
have been instituted or, to the knowledge of the Company, are threatened by the Commission.
The Company, if required by the rules and regulations of the Commission, shall file the
Prospectus with the Commission pursuant to Rule&nbsp;424(b). At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and at
the Closing Date, the Registration Statement and any amendments thereto conformed and will
conform in all material respects to the requirements of the Securities Act and did not and
will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading;
and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any
amendment or supplement thereto was issued and at the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and
will not contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g) <U>Capitalization</U>. The capitalization of the Company is as set forth in the
SEC Reports. The Company has not issued any capital stock since its most recently filed
periodic report under the Exchange Act, other than pursuant to the exercise of employee
stock options under the Company&#146;s stock option plans, the issuance of shares of Common Stock
to employees pursuant to the Company&#146;s employee stock purchase plans and pursuant to the
conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the
most recently filed periodic report under the Exchange Act. No Person has any right of
first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as a result of the
purchase and sale of the Securities, there are no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock or the
capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of
Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance
and sale of the Securities will not obligate the Company or any Subsidiary to issue shares
of Common Stock or other securities to any Person (other than the Purchasers) and will not
result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. There are no outstanding securities or
instruments of the Company or any Subsidiary that contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to redeem a security of the Company or
such Subsidiary. The Company does not have any stock appreciation rights or &#147;phantom stock&#148;
plans or agreements or any similar plan or agreement. All of the outstanding shares of
capital stock of the Company are duly authorized, validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state securities laws,
and none of such outstanding shares was issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. No further approval or
authorization of any stockholder, the Board of Directors or others is required for the
issuance and sale of the Securities. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company&#146;s capital stock to which
the Company is a party or, to the knowledge of the Company, between or among any of the
Company&#146;s stockholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h) <U>SEC Reports; Financial Statements</U>. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, together with the
Prospectus and the Prospectus Supplement, being collectively referred to herein as the
&#147;<U>SEC Reports</U>&#148;) on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (&#147;<U>GAAP</U>&#148;),
except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited statements, to
normal, immaterial, year-end audit adjustments.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i) <U>Material Changes; Undisclosed Events, Liabilities or Developments</U>. Since
the date of the latest audited financial statements included within the SEC Reports, except
as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i)
there has been no event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii)&nbsp;the Company has not incurred any
liabilities (contingent or otherwise) other than (A)&nbsp;trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company&#146;s financial statements pursuant to
GAAP or disclosed in filings made with the Commission, (iii)&nbsp;the Company has not altered its
method of accounting, (iv)&nbsp;the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v)&nbsp;the Company has not issued any
equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Commission any request for
confidential treatment of information. Except for the issuance of the Securities
contemplated by this Agreement or as set forth on <U>Schedule&nbsp;3.1(i)</U>, no event,
liability, fact, circumstance, occurrence or development has occurred or exists or is
reasonably expected to occur or exist with respect to the Company or its Subsidiaries or
their respective businesses, prospects, properties, operations, assets or financial
condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly
disclosed at least 1 Trading Day prior to the date that this representation is made.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(j) <U>Litigation</U>. Except as set forth in Schedule&nbsp;3.1(j) there is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an
&#147;<U>Action</U>&#148;) which (i)&nbsp;adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii)&nbsp;could, if there
were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or
has been the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty. There has not
been, and to the knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former director or
officer of the Company. The Commission has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company or any
Subsidiary under the Exchange Act or the Securities Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(k) <U>Labor Relations</U>. No labor dispute exists or, to the knowledge of the
Company, is imminent with respect to any of the employees of the Company, which could
reasonably be expected to result in a Material Adverse Effect. None of the Company&#146;s or its
Subsidiaries&#146; employees is a member of a union that relates to such employee&#146;s relationship
with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is
a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no
executive officer of the Company or any Subsidiary, is, or is now expected to be, in
violation of any material term of any employment contract, confidentiality, disclosure or
proprietary information agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its
Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and
regulations relating to employment and employment practices, terms and conditions of
employment and wages and hours, except where the failure to be in compliance could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(l) <U>Compliance</U>. Neither the Company nor any Subsidiary: (i)&nbsp;is in default
under or in violation of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit agreement or any
other agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived), (ii)&nbsp;is in violation of
any judgment, decree or order of any court, arbitrator or other governmental authority or
(iii)&nbsp;is or has been in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all foreign, federal, state and local
laws relating to taxes, environmental protection, occupational health and safety, product
quality and safety and employment and labor matters, except in each case as could not have
or reasonably be expected to result in a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(m) <U>Environmental Laws</U>. The Company and its Subsidiaries (i)&nbsp;are in compliance
with all federal, state, local and foreign laws relating to pollution or protection of human
health or the environment (including ambient air, surface water, groundwater, land surface
or subsurface strata), including laws relating to emissions, discharges, releases or
threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances
or wastes (collectively, &#147;<U>Hazardous Materials</U>&#148;) into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
demands, or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(&#147;<U>Environmental Laws</U>&#148;); (ii)&nbsp;have received all permits licenses or other approvals
required of them under applicable Environmental Laws tic induct their respective businesses;
and (iii)&nbsp;are in compliance with all terms and conditions of any such permit, license or
approval where in each clause (i), (ii)&nbsp;and (iii), the failure to so comply could be
reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(n) <U>Regulatory Permits</U>. The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not reasonably be
expected to result in a Material Adverse Effect (&#147;<U>Material Permits</U>&#148;), and neither
the Company nor any Subsidiary has received any notice of proceedings relating to the
revocation or modification of any Material Permit.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(o) <U>Title to Assets</U>. The Company and the Subsidiaries have good and marketable
title in fee simple to all real property owned by them and good and marketable title in all
personal property owned by them that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for (i)&nbsp;Liens as do not
materially affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and the Subsidiaries and (ii)
Liens for the payment of federal, state or other taxes, for which appropriate reserves have
been made therefor in accordance with GAAP and, the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company
and the Subsidiaries are held by them under valid, subsisting and enforceable leases with
which the Company and the Subsidiaries are in compliance.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(p) <U>Intellectual Property</U>. The Company and the Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark applications, service
marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or required for use in connection with their
respective businesses as described in the SEC Reports and which the failure to so have could
have a Material Adverse Effect (collectively, the &#147;<U>Intellectual Property Rights</U>&#148;).
None of, and neither the Company nor any Subsidiary has received a notice (written or
otherwise) that any of, the Intellectual Property Rights has expired, terminated or been
abandoned, or is expected to expire or terminate or be abandoned, within two (2)&nbsp;years from
the date of this Agreement. Neither the Company nor any Subsidiary has received, since the
date of the latest audited financial statements included within the SEC Reports, a written
notice of a claim or otherwise has any knowledge that the Intellectual Property Rights
violate or infringe upon the rights of any Person, except as could not have or reasonably be
expected to not have a Material Adverse Effect. To the knowledge of the Company, all such
Intellectual Property Rights are enforceable and there is no existing infringement by
another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of
all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(q) <U>Insurance</U>. The Company and the Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are
prudent and customary in the businesses in which the Company and the Subsidiaries are
engaged, including, but not limited to, directors and officers insurance coverage. Neither
the Company nor any Subsidiary has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business without a
significant increase in cost.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(r) <U>Transactions With Affiliates and Employees</U>. Except as set forth in the SEC
Reports, none of the officers or directors of the Company or any Subsidiary and, to the
knowledge of the Company, none of the employees of the Company or any Subsidiary is
presently a party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, providing for the borrowing of money from or lending of
money to or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee, stockholder, member
or partner, in each case in excess of $120,000 other than for (i)&nbsp;payment of salary or
consulting fees for services rendered, (ii)&nbsp;reimbursement for expenses incurred on behalf of
the Company and (iii)&nbsp;other employee benefits, including stock option agreements under any
stock option plan of the Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(s) <U>Sarbanes-Oxley; Internal Accounting Controls</U>. The Company and the
Subsidiaries are in compliance with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all
applicable rules and regulations promulgated by the Commission thereunder that are effective
as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance that:
(i)&nbsp;transactions are executed in accordance with management&#146;s general or specific
authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management&#146;s general or specific
authorization, and (iv)&nbsp;the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any
differences. The Company and the Subsidiaries have established disclosure controls and
procedures (as defined in Exchange Act Rules&nbsp;13a-15(e) and 15d-15(e)) for the Company and
the Subsidiaries and designed such disclosure controls and procedures to ensure that
information required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission&#146;s rules and forms. The Company&#146;s certifying officers have
evaluated the effectiveness of the disclosure controls and procedures of the Company and the
Subsidiaries as of the end of the period covered by the most recently filed periodic report
under the Exchange Act (such date, the &#147;<U>Evaluation Date</U>&#148;). The Company presented in
its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been
no changes in the internal control over financial reporting (as such term is defined in the
Exchange Act) of the Company and its Subsidiaries that have materially affected, or is
reasonably likely to materially affect, the internal control over financial reporting of the
Company and its Subsidiaries.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(t) <U>Certain Fees</U>. Except as set forth in the Prospectus Supplement, no
brokerage or finder&#146;s fees or commissions are or will be payable by the Company or any
Subsidiary to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the
Transaction Documents. The Purchasers shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(u) <U>Investment Company</U>. The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Securities, will not be or be an Affiliate of,
an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an
&#147;investment company&#148; subject to registration under the Investment Company Act of 1940, as
amended.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v) <U>Registration Rights</U>. No Person has any right to cause the Company or any
Subsidiary to effect the registration under the Securities Act of any securities of the
Company or any Subsidiary except for the Purcahsers.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(w) <U>Listing and Maintenance Requirements</U>. The Common Stock is registered
pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any
notification that the Commission is contemplating terminating such registration. The
Company has not, in the 12&nbsp;months preceding the date hereof, received notice from any
Trading Market on which the Common Stock is or has been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such
Trading Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance
requirements. The Common Stock is currently eligible for electronic transfer through the
Depository Trust Company or another established clearing corporation and the Company is
current in payment of the fees to the Depository Trust Company (or such other established
clearing corporation) in connection with such electronic transfer.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(x) <U>Application of Takeover Protections</U>. The Company and the Board of
Directors have taken all necessary action, if any, in order to render inapplicable any
control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company&#146;s
certificate of incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Purchasers as a result of the
Purchasers and the Company fulfilling their obligations or exercising their rights under the
Transaction Documents, including without limitation as a result of the Company&#146;s issuance of
the Securities and the Purchasers&#146; ownership of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(y) <U>Disclosure</U>. Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company confirms that
neither it nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or might
constitute material, non-public information which is not otherwise disclosed in the
Prospectus Supplement. The Company understands and confirms that the Purchasers will rely
on the foregoing representation in effecting transactions in securities of the Company. All
of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the
Company and its Subsidiaries, their respective businesses and the transactions contemplated
hereby, including the Disclosure Schedules to this Agreement, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The press releases disseminated by the Company during
the twelve months preceding the date of this Agreement taken as a whole do not contain any
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading. The Company acknowledges and
agrees that no Purchaser makes or has made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in Section&nbsp;3.2
hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(z) <U>No Integrated Offering</U>. Assuming the accuracy of the Purchasers&#146;
representations and warranties set forth in Section&nbsp;3.2, neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Securities to be integrated with prior
offerings by the Company for purposes of any applicable shareholder approval provisions of
any Trading Market on which any of the securities of the Company are listed or designated.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(aa) <U>Solvency</U>. Based on the consolidated financial condition of the Company as
of the Closing Date, after giving effect to the receipt by the Company of the proceeds from
the sale of the Securities hereunder, (i)&nbsp;the fair saleable value of the Company&#146;s assets
exceeds the amount that will be required to be paid on or in respect of the Company&#146;s
existing debts and other liabilities (including known contingent liabilities) as they
mature, (ii)&nbsp;the Company&#146;s assets do not constitute unreasonably small capital to carry on
its business as now conducted and as proposed to be conducted including its capital needs
taking into account the particular capital requirements of the business conducted by the
Company, consolidated and projected capital requirements and capital availability thereof,
and (iii)&nbsp;the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities
when such amounts are required to be paid. The Company does not intend to incur debts
beyond its ability to pay such debts as they mature (taking into account the timing and
amounts of cash to be payable on or in respect of its debt). The Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for reorganization
or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one
year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the
Company or any Subsidiary has commitments. For the purposes of this Agreement,
&#147;<U>Indebtedness</U>&#148; means (x)&nbsp;any liabilities for borrowed money or amounts owed in
excess of $50,000 (other than trade accounts payable incurred in the ordinary course of
business), (y)&nbsp;all guaranties, endorsements and other contingent obligations in respect of
indebtedness of others, whether or not the same are or should be reflected in the Company&#146;s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of
negotiable instruments for deposit or collection or similar transactions in the ordinary
course of business; and (z)&nbsp;the present value of any lease payments in excess of $50,000 due
under leases required to be capitalized in accordance with GAAP. Neither the Company nor
any Subsidiary is in default with respect to any Indebtedness.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(bb) <U>Tax Status</U>. Except for matters that would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect, the
Company and its Subsidiaries each (i)&nbsp;has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii)&nbsp;has paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations and (iii)&nbsp;has set aside on its books provision
reasonably adequate for the payment of all material taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company or of any Subsidiary know of no basis for any such claim.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(cc) <U>Foreign Corrupt Practices</U>. Neither the Company nor any Subsidiary, nor to
the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf
of the Company or any Subsidiary, has (i)&nbsp;directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign
or domestic political activity, (ii)&nbsp;made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political parties or
campaigns from corporate funds, (iii)&nbsp;failed to disclose fully any contribution made by the
Company or any Subsidiary (or made by any person acting on its behalf of which the Company
is aware) which is in violation of law, or (iv)&nbsp;violated in any material respect any
provision of FCPA.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(dd) <U>Accountants</U>. The Company&#146;s accounting firm is set forth in the SEC
Reports. To the knowledge and belief of the Company, such accounting firm (i)&nbsp;is a
registered public accounting firm as required by the Exchange Act and (ii)&nbsp;shall express its
opinion with respect to the financial statements to be included in the Company&#146;s Annual
Report for the fiscal year ending December&nbsp;31, 2015.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ee) <U>Acknowledgment Regarding Purchasers&#146; Purchase of Securities</U>. The Company
acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an
arm&#146;s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a
financial advisor or fiduciary of the Company (or in any similar capacity) with respect to
the Transaction Documents and the transactions contemplated thereby and any advice given by
any Purchaser or any of their respective representatives or agents in connection with the
Transaction Documents and the transactions contemplated thereby is merely incidental to the
Purchasers&#146; purchase of the Securities. The Company further represents to each Purchaser
that the Company&#146;s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby
by the Company and its representatives.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ff) <U>Acknowledgement Regarding Purchaser&#146;s Trading Activity</U>. Anything in this
Agreement or elsewhere herein to the contrary notwithstanding (except for Sections&nbsp;3.2(f)
and 4.14 hereof), it is understood and acknowledged by the Company that: (i)&nbsp;none of the
Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist
from purchasing or selling, long and/or short, securities of the Company, or &#147;derivative&#148;
securities based on securities issued by the Company or to hold the Securities for any
specified term; (ii)&nbsp;past or future open market or other transactions by any Purchaser,
specifically including, without limitation, Short Sales or &#147;derivative&#148; transactions, before
or after the closing of this or future private placement transactions, may negatively impact
the market price of the Company&#146;s publicly-traded securities; (iii)&nbsp;any Purchaser, and
counter-parties in &#147;derivative&#148; transactions to which any such Purchaser is a party,
directly or indirectly, presently may have a &#147;short&#148; position in the Common Stock, and (iv)
each Purchaser shall not be deemed to have any affiliation with or control over any arm&#146;s
length counter-party in any &#147;derivative&#148; transaction. The Company further understands and
acknowledges that (y)&nbsp;one or more Purchasers may engage in hedging activities at various
times during the period that the Securities are outstanding, including, without limitation,
during the periods that the value of the Warrant Shares deliverable with respect to
Securities are being determined, and (z)&nbsp;such hedging activities (if any) could reduce the
value of the existing stockholders&#146; equity interests in the Company at and after the time
that the hedging activities are being conducted.&nbsp; The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the Transaction
Documents.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(gg) <U>Regulation&nbsp;M Compliance</U>.&nbsp; The Company has not, and to its knowledge no one
acting on its behalf has, (i)&nbsp;taken, directly or indirectly, any action designed to cause or
to result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of any of the Securities, (ii)&nbsp;sold, bid for, purchased,
or, paid any compensation for soliciting purchases of, any of the Securities, or (iii)&nbsp;paid
or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii)&nbsp;and (iii), compensation
paid to the Company&#146;s placement agent in connection with the placement of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(hh) <U>Private Placement</U>. Assuming the accuracy of the Purchasers&#146;
representations and warranties set forth in Section&nbsp;3.2, no registration under the
Securities Act is required for the offer and sale of the Warrants or the Warrant Shares
issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii) <U>No General Solicitation</U>. Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the Warrant or Warrant Shares by any form
of general solicitation or general advertising. The Company has offered the Warrant and
Warrant Shares for sale only to the Purchasers and certain other &#147;accredited investors&#148;
within the meaning of Rule&nbsp;501 under the Securities Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(jj) <U>No Disqualification Events</U>. &nbsp;With respect to the Restricted Warrant and
Restricted Warrant Shares to be offered and sold hereunder in reliance on Rule&nbsp;506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any
director, executive officer, other officer of the Company participating in the offering
hereunder, any beneficial owner of 20% or more of the Company&#146;s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is
defined in Rule&nbsp;405 under the Securities Act) connected with the Company in any capacity at
the time of sale (each, an &#147;<U>Issuer Covered Person</U>&#148; and, together, &#147;<U>Issuer
Covered Persons</U>&#148;) is subject to any of the &#147;Bad Actor&#148; disqualifications described in
Rule&nbsp;506(d)(1)(i) to (viii)&nbsp;under the Securities Act (a &#147;Disqualification Event&#148;), except
for a Disqualification Event covered by Rule&nbsp;506(d)(2) or (d)(3). The Company has exercised
reasonable care to determine whether any Issuer Covered Person is subject to a
Disqualification Event. The Company has complied, to the extent applicable, with its
disclosure obligations under Rule&nbsp;506(e), and has furnished to the Purchasers a copy of any
disclosures provided thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(kk) <U>Other Covered Persons</U>. Other than the Placement Agent, the Company is not
aware of any person (other than any Issuer Covered Person) that has been or will be paid
(directly or indirectly) remuneration for solicitation of purchasers in connection with the
sale of any Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ll) <U>Notice of Disqualification Events</U>. The Company will notify the Purchasers
and the Placement Agent in writing, prior to the Closing Date of (i)&nbsp;any Disqualification
Event relating to any Issuer Covered Person and (ii)&nbsp;any event that would, with the passage
of time, reasonably be expected to become a Disqualification Event relating to any Issuer
Covered Person, in each case of which it is aware.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(mm) <U>Office of Foreign Assets Control</U>. Neither the Company nor any Subsidiary
nor, to the Company&#146;s knowledge, any director, officer, agent, employee or affiliate of the
Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (&#147;<U>OFAC</U>&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(nn) <U>U.S. Real Property Holding Corporation</U>. The Company is not and has never
been a U.S. real property holding corporation within the meaning of Section&nbsp;897 of the
Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser&#146;s
request.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(oo) <U>Bank Holding Company Act</U>. Neither the Company nor any of its Subsidiaries
or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the
&#147;<U>BHCA</U>&#148;) and to regulation by the Board of Governors of the Federal Reserve System
(the &#147;<U>Federal Reserve</U>&#148;). Neither the Company nor any of its Subsidiaries or
Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the
outstanding shares of any class of voting securities or twenty-five percent or more of the
total equity of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a
controlling influence over the management or policies of a bank or any entity that is
subject to the BHCA and to regulation by the Federal Reserve.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(pp) <U>Money Laundering</U>. The operations of the Company and its Subsidiaries are
and have been conducted at all times in compliance with applicable financial record-keeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations
thereunder (collectively, the &#147;<U>Money Laundering Laws</U>&#148;), and no Action or Proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to
the knowledge of the Company or any Subsidiary, threatened.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.2 <U>Representations and Warranties of the Purchasers</U>. Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows (unless as of a specific date therein):



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 6%">(a) <U>Organization; Authority</U>. Such Purchaser is either an individual or an entity
duly incorporated or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and performance by such
Purchaser of the transactions contemplated by this Agreement have been duly authorized by all
necessary corporate, partnership, limited liability company or similar action, as applicable,
on the part of such Purchaser. Each Transaction Document to which it is a party has been duly
executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except: (i)&nbsp;as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors&#146; rights generally, (ii)&nbsp;as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii)&nbsp;insofar as indemnification and contribution provisions may be limited by
applicable law.



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 6%">(b) <U>Understandings or Arrangements</U>. Such Purchaser is acquiring the Securities as
principal for its own account and has no direct or indirect arrangement or understandings with
any other persons to distribute or regarding the distribution of such Securities (this
representation and warranty not limiting such Purchaser&#146;s right to sell the Securities pursuant
to the Registration Statement or otherwise in compliance with applicable federal and state
securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course
of its business. Such Purchaser understands that the Warrants and the Warrant Shares are
&#147;restricted securities&#148; and have not been registered under the Securities Act or any applicable
state securities law and is acquiring such Warrants and Warrant Shares as principal for its own
account and not with a view to or for distributing or reselling such Warrants and Warrant
Shares or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of
the Securities Act or any applicable state securities law and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the
distribution of such Warrants and Warrant Shares in violation of the Securities Act or any
applicable state securities law (this representation and warranty not limiting such Purchaser&#146;s
right to sell such Warrants and Warrant Shares pursuant to a registration statement or
otherwise in compliance with applicable federal and state securities laws).



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 6%">(c) <U>Purchaser Status</U>. At the time such Purchaser was offered the Securities, it
was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it
will be a &#147;qualified institutional buyer&#148; as defined in Rule&nbsp;144A(a) under the Securities Act.



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 6%">(d) <U>Experience of Such Purchaser</U>. Such Purchaser, either alone or together with
its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment.
Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the
present time, is able to afford a complete loss of such investment.



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 6%">(e) <U>Access to Information</U>. Such Purchaser acknowledges that it has had the
opportunity to review the Transaction Documents (including all exhibits and schedules thereto)
and the SEC Reports and has been afforded, subject to Regulation&nbsp;FD, (i)&nbsp;the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from, representatives of
the Company concerning the terms and conditions of the offering of the Securities and the
merits and risks of investing in the Securities; (ii)&nbsp;access to information about the Company
and its financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment; and (iii)&nbsp;the opportunity to
obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with
respect to the investment.&nbsp; Such Purchaser acknowledges and agrees that neither the Placement
Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information
or advice with respect to the Securities nor is such information or advice necessary or
desired.&nbsp; Neither the Placement Agent nor any Affiliate has made or makes any representation as
to the Company or the quality of the Securities and the Placement Agent and any Affiliate may
have acquired non-public information with respect to the Company which such Purchaser agrees
need not be provided to it.&nbsp; In connection with the issuance of the Securities to such
Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial
advisor or fiduciary to such Purchaser.



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 6%">(f) <U>Certain Transactions and Confidentiality</U>. Other than consummating the
transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on
behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales,&nbsp;of the securities of the Company during the
period commencing as of the time that such Purchaser first received a term sheet (written or
oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution
hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such
Purchaser&#146;s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser&#146;s assets,
the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities
covered by this Agreement. Other than to other Persons party to this Agreement or to such
Purchaser&#146;s representatives, including, without limitation, its officers, directors, partners,
legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of
doubt, nothing contained herein shall constitute a representation or warranty, or preclude any
actions, with respect to the identification of the availability of, or securing of, available
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares to borrow in order to effect Short Sales or similar transactions in the future.


<P align="left" style="font-size: 12pt">The Company acknowledges and agrees that the representations contained in this Section&nbsp;3.2 shall
not modify, amend or affect such Purchaser&#146;s right to rely on the Company&#146;s representations and
warranties contained in this Agreement or any representations and warranties contained in any other
Transaction Document or any other document or instrument executed and/or delivered in connection
with this Agreement or the consummation of the transaction contemplated hereby.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV.</B><BR>
OTHER AGREEMENTS OF THE PARTIES



<P align="left" style="font-size: 12pt; text-indent: 4%">4.1 <U>Removal of Legends</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The Warrants and Warrant Shares may only be disposed of in compliance with state
and federal securities laws. In connection with any transfer of Warrants or Warrant Shares
other than pursuant to an effective registration statement or Rule&nbsp;144, to the Company or to
an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section
4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Restricted Warrant
under the Securities Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;The Purchasers agree to the imprinting, so long as is required by this Section&nbsp;4.1,
of a legend on any of the Warrants or Warrant Shares in the following form:



<P align="left" style="margin-left:4%; font-size: 12pt">NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE &#147;SECURITIES ACT&#148;), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN &#147;ACCREDITED INVESTOR&#148; AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">The Company acknowledges and agrees that a Purchaser may from time to time pledge
pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the Warrants or Warrant Shares to a financial institution that is
an &#147;accredited investor&#148; as defined in Rule 501(a) under the Securities Act and who agrees
to be bound by the provisions of this Agreement and, if required under the terms of such
arrangement, such Purchaser may transfer pledged or secured Warrants or Warrant Shares to
the pledgees or secured parties. Such a pledge or transfer would not be subject to approval
of the Company and no legal opinion of legal counsel of the pledgee, secured party or
pledgor shall be required in connection therewith. Further, no notice shall be required of
such pledge. At the appropriate Purchaser&#146;s expense, the Company will execute and deliver
such reasonable documentation as a pledgee or secured party of Warrants and Warrant Shares
may reasonably request in connection with a pledge or transfer of the Warrants or Warrant
Shares.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;Certificates evidencing the Warrant Shares shall not contain any legend (including
the legend set forth in Section&nbsp;4.1(b) hereof): (i)&nbsp;while a registration statement covering
the resale of such security is effective under the Securities Act, (ii)&nbsp;following any sale
of such Warrant Shares pursuant to Rule&nbsp;144, (iii)&nbsp;if such Warrant Shares are eligible for
sale under Rule&nbsp;144, without the requirement for the Company to be in compliance with the
current public information required under Rule&nbsp;144 as to such Warrant Shares and without
volume or manner-of-sale restrictions or (iv)&nbsp;if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission) (&#147;<U>Effective Date</U>&#148;). The
Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly
after the Effective Date if required by the Transfer Agent to effect the removal of the
legend hereunder. If all or any portion of a Warrant is exercised at a time when there is
an effective registration statement to cover the resale of the Warrant Shares, or if such
Warrant Shares may be sold under Rule&nbsp;144 and the Company is then in compliance with the
current public information required under Rule&nbsp;144, or if the Warrant Shares may be sold
under Rule&nbsp;144 without the requirement for the Company to be in compliance with the current
public information required under Rule&nbsp;144 as to such Warrant Shares and without volume or
manner-of-sale restrictions or if such legend is not otherwise required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission) then such Warrant Shares shall be issued free of all
legends. The Company agrees that following the Effective Date or at such time as such
legend is no longer required under this Section&nbsp;4.1(c), it will, no later than three Trading
Days following the delivery by a Purchaser to the Company or the Transfer Agent of a
certificate representing Restricted Warrant Shares, as applicable, issued with a restrictive
legend (such third Trading Day, the &#147;<U>Legend Removal Date</U>&#148;), deliver or cause to be
delivered to such Purchaser a certificate representing such shares that is free from all
restrictive and other legends. The Company may not make any notation on its records or give
instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in
this Section&nbsp;4. Certificates for Warrant Shares subject to legend removal hereunder shall
be transmitted by the Transfer Agent to the Purchaser by crediting the account of the
Purchaser&#146;s prime broker with the Depository Trust Company System as directed by such
Purchaser.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;In addition to such Purchaser&#146;s other available remedies, if after the Legend
Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of
the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal
to all or any portion of the number of shares of Common Stock that such Purchaser
anticipated receiving from the Company without any restrictive legend, then, the Company
shall pay to such Purchaser, in cash, an amount equal to the excess of such Purchaser&#146;s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if
any) for the shares of Common Stock so purchased (including brokerage commissions and other
out-of-pocket expenses, if any) (the &#147;<U>Buy-In Price</U>&#148;) over the product of (A)&nbsp;such
number of Warrant Shares that the Company was required to deliver to such Purchaser by the
Legend Removal Date multiplied by (B)&nbsp;the lowest closing sale price of the Common Stock on
any Trading Day during the period commencing on the date of the delivery by such Purchaser
to the Company of the applicable Warrant Shares (as the case may be) and ending on the date
of such delivery and payment under this clause (d).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;The Shares shall be issued free of legends.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.2 <U>Furnishing of Information</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;Until the earliest of the time that (i)&nbsp;no Purchaser owns Securities or (ii)&nbsp;the
Warrants have expired, the Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act even if the Company is not then
subject to the reporting requirements of the Exchange Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;At any time during the period commencing from the six (6)&nbsp;month anniversary of the
date hereof and ending at such time that all of the Warrant Shares (assuming cashless
exercise) may be sold without the requirement for the Company to be in compliance with Rule
144(c)(1) and otherwise without restriction or limitation pursuant to Rule&nbsp;144, if the
Company (i)&nbsp;shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) for a period of more than 30 consecutive days or (ii)&nbsp;has ever been an
issuer described in Rule&nbsp;144(i)(1)(i) or becomes an issuer in the future, and the Company
shall fail to satisfy any condition set forth in Rule&nbsp;144(i)(2) for a period of more than 30
consecutive days (a &#147;<U>Public Information Failure</U>&#148;) then, in addition to such
Purchaser&#146;s other available remedies, the Company shall pay to a Purchaser, in cash, as
partial liquidated damages and not as a penalty, by reason of any such delay in or reduction
of its ability to sell the Warrant Shares, an amount in cash equal to two percent (2.0%) of
the aggregate Exercise Price of such Purchaser&#146;s Warrants on the day of a Public Information
Failure and on every thirtieth (30<sup>th</sup>) day (pro-rated for periods totaling less
than thirty days) thereafter until the earlier of (a)&nbsp;the date such Public Information
Failure is cured and (b)&nbsp;such time that such public information is no longer required&nbsp; for
the Purchasers to transfer the Warrant Shares pursuant to Rule&nbsp;144.&nbsp; The payments to which a
Purchaser shall be entitled pursuant to this Section&nbsp;4.2(b) are referred to herein as
&#147;<U>Public Information Failure Payments</U>.&#148;&nbsp; Public Information Failure Payments shall be
paid on the earlier of (i)&nbsp;the last day of the calendar month during which such Public
Information Failure Payments are incurred and (ii)&nbsp;the third (3<sup>rd</sup>) Business Day
after the event or failure giving rise to the Public Information Failure Payments is cured.&nbsp;
In the event the Company fails to make Public Information Failure Payments in a timely
manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per
month (prorated for partial months) until paid in full. Nothing herein shall limit such
Purchaser&#146;s right to pursue actual damages for the Public Information Failure, and such
Purchaser shall have the right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.3 <U>Integration</U>. The Company shall not sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in Section&nbsp;2 of the Securities Act)
that would be integrated with the offer or sale of the Securities for purposes of the rules and
regulations of any Trading Market such that it would require shareholder approval prior to the
closing of such other transaction unless shareholder approval is obtained before the closing of
such subsequent transaction.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.4 <U>Securities Laws Disclosure; Publicity</U>. The Company shall (a)&nbsp;by 9:00 a.m. (New
York City time) on the Trading Day immediately following the date hereof, issue a press release
disclosing the material terms of the transactions contemplated hereby, and (b)&nbsp;file a Current
Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission
within the time required by the Exchange Act. From and after the issuance of such press release,
the Company represents to the Purchasers that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchasers by the Company or any of its
Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the
issuance of such press release, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the
Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other
hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any
other press releases with respect to the transactions contemplated hereby, and neither the Company
nor any Purchaser shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of any Purchaser, or
without the prior consent of each Purchaser, with respect to any press release of the Company,
which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing
with the Commission or any regulatory agency or Trading Market, without the prior written consent
of such Purchaser, except (a)&nbsp;as required by federal securities law in connection with the filing
of final Transaction Documents with the Commission and (b)&nbsp;to the extent such disclosure is
required by law or Trading Market regulations, in which case the Company shall provide the
Purchasers with prior notice of such disclosure permitted under this clause (b).


<P align="left" style="font-size: 12pt; text-indent: 4%">4.5 <U>Shareholder Rights Plan</U>. No claim will be made or enforced by the Company or,
with the consent of the Company, any other Person, that any Purchaser is an &#147;<U>Acquiring
Person</U>&#148; under any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or
hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions
of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.6 <U>Non-Public Information</U>. Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to
Section&nbsp;4.4, the Company covenants and agrees that neither it, nor any other Person acting on its
behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior
thereto such Purchaser shall have consented to the receipt of such information and agreed with the
Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the
Company. To the extent that the Company delivers any material, non-public information to a
Purchaser without such Purchaser&#146;s consent, the Company hereby covenants and agrees that such
Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or
any of their respective officers, directors, agents, employees or Affiliates, or a duty to the
Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates not to trade on the basis of, such material, non-public information, provided that
the Purchaser shall remain subject to applicable law. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with
the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that
each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.7 <U>Use of Proceeds</U>. The Company shall use the net proceeds from the sale of the
Securities hereunder for working capital purposes and shall not use such proceeds: (a)&nbsp;for the
satisfaction of any portion of the Company&#146;s debt (other than payment of trade payables in the
ordinary course of the Company&#146;s business and prior practices), (b)&nbsp;for the redemption of any
Common Stock or Common Stock Equivalents, (c)&nbsp;for the settlement of any outstanding litigation or
(d)&nbsp;in violation of FCPA or OFAC regulations.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.8 <U>Indemnification of Purchasers</U>. Subject to the provisions of this Section&nbsp;4.8,
the Company will indemnify and hold each Purchaser and its directors, officers, shareholders,
members, partners, employees and agents (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title), each
Person who controls such Purchaser (within the meaning of Section&nbsp;15 of the Securities Act and
Section&nbsp;20 of the Exchange Act), and the directors, officers, shareholders, agents, members,
partners or employees (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title) of such controlling
persons (each, a &#147;<U>Purchaser Party</U>&#148;) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys&#146; fees and costs of investigation that any
such Purchaser Party may suffer or incur as a result of or relating to (a)&nbsp;any breach of any of the
representations, warranties, covenants or agreements made by the Company in this Agreement or in
the other Transaction Documents, (b)&nbsp;any action instituted against the Purchaser Parties in any
capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is
not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by
the Transaction Documents (unless such action is based upon a breach of such Purchaser Party&#146;s
representations, warranties or covenants under the Transaction Documents or any agreements or
understandings such Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which
constitutes fraud, gross negligence, willful misconduct or malfeasance) or (c)&nbsp;any untrue or
alleged untrue statement of a material fact contained in any registration statement, any prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any
prospectus or supplement thereto, in light of the circumstances under which they were made) not
misleading. If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the
Company in writing, and the Company shall have the right to assume the defense thereof with counsel
of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the
extent that (i)&nbsp;the employment thereof has been specifically authorized by the Company in writing,
(ii)&nbsp;the Company has failed after a reasonable period of time to assume such defense and to employ
counsel or (iii)&nbsp;in such action there is, in the reasonable opinion of counsel, a material conflict
on any material issue between the position of the Company and the position of such Purchaser Party,
in which case the Company shall be responsible for the reasonable fees and expenses of no more than
one such separate counsel. The Company will not be liable to any Purchaser Party under this
Agreement (y)&nbsp;for any settlement by a Purchaser Party effected without the Company&#146;s prior written
consent, which shall not be unreasonably withheld or delayed; or (z)&nbsp;to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to any Purchaser Party&#146;s breach of
any of the representations, warranties, covenants or agreements made by such Purchaser Party in
this Agreement or in the other Transaction Documents. The indemnification required by this Section
4.8 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against
the Company or others and any liabilities the Company may be subject to pursuant to law.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.9 <U>Reservation of Common Stock</U>. As of the date hereof, the Company has reserved and
the Company shall continue to reserve and keep available at all times, free of preemptive rights, a
sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares
pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.<U> </U>


<P align="left" style="font-size: 12pt; text-indent: 4%">4.10 <U>Listing of Common Stock</U>. The Company hereby agrees to use best efforts to
maintain the listing or quotation of the Common Stock on the Trading Market on which it is
currently listed, and concurrently with the Closing, the Company shall apply to list or quote all
of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of
the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company
applies to have the Common Stock traded on any other Trading Market, it will then include in such
application all of the Shares and Warrant Shares, and will take such other action as is necessary
to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market
as promptly as possible. The Company will then take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply in all respects
with the Company&#146;s reporting, filing and other obligations under the bylaws or rules of the Trading
Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer
through the Depository Trust Company or another established clearing corporation, including,
without limitation, by timely payment of fees to the Depository Trust Company or such other
established clearing corporation in connection with such electronic transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.11 <U>Participation in Future Financing</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;From the date hereof until the date that is the 12&nbsp;month anniversary of the Closing
Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common
Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a
&#147;<U>Subsequent Financing</U>&#148;), each Purchaser shall have the right to participate in up to
an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the
&#147;<U>Participation Maximum</U>&#148;) on the same terms, conditions and price provided for in the
Subsequent Financing.&nbsp;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;At least five (5)&nbsp;Trading Days prior to the closing of the Subsequent Financing,
the Company shall deliver to each Purchaser a written notice of its intention to effect a
Subsequent Financing (&#147;<U>Pre-Notice</U>&#148;), which Pre-Notice shall ask such Purchaser if it
wants to review the details of such financing (such additional notice, a &#147;<U>Subsequent
Financing Notice</U>&#148;).&nbsp; Upon the request of a Purchaser, and only upon a request by such
Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than
one (1)&nbsp;Trading Day after such request, deliver a Subsequent Financing Notice to such
Purchaser.&nbsp; The Subsequent Financing Notice shall describe in reasonable detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder
and the Person or Persons through or with whom such Subsequent Financing is proposed to be
effected and shall include a term sheet or similar document relating thereto as an
attachment.&nbsp;&nbsp;&nbsp;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;Any Purchaser desiring to participate in such Subsequent Financing must provide
written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth
(5<sup>th</sup>) Trading Day after all of the Purchasers have received the Pre-Notice that
such Purchaser is willing to participate in the Subsequent Financing, the amount of such
Purchaser&#146;s participation, and representing and warranting that such Purchaser has such
funds ready, willing, and available for investment on the terms set forth in the Subsequent
Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth
(5<sup>th</sup>) Trading Day, such Purchaser shall be deemed to have notified the Company
that it does not elect to participate.&nbsp;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;If by 5:30 p.m. (New York City time) on the fifth (5<sup>th</sup>) Trading Day
after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of
their willingness to participate in the Subsequent Financing (or to cause their designees to
participate) is, in the aggregate, less than the total amount of the Subsequent Financing,
then the Company may effect the remaining portion of such Subsequent Financing on the terms
and with the Persons set forth in the Subsequent Financing Notice.&nbsp;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;If by 5:30 p.m. (New York City time) on the fifth (5<sup>th</sup>) Trading Day
after all of the Purchasers have received the Pre-Notice, the Company receives responses to
a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate
amount of the Participation Maximum, each such Purchaser shall have the right to purchase
its Pro Rata Portion (as defined below) of the Participation Maximum.&nbsp; &#147;<U>Pro Rata
Portion</U>&#148; means the ratio of (x)&nbsp;the Subscription Amount of Securities purchased on the
Closing Date by a Purchaser participating under this Section&nbsp;4.11 and (y)&nbsp;the sum of the
aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers
participating under this Section&nbsp;4.11.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;The Company must provide the Purchasers with a second Subsequent Financing Notice,
and the Purchasers will again have the right of participation set forth above in this
Section&nbsp;4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice
is not consummated for any reason on the terms set forth in such Subsequent Financing Notice
within thirty (30)&nbsp;Trading Days after the date of the initial Subsequent Financing Notice.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;The Company and each Purchaser agree that if any Purchaser elects to participate in
the Subsequent Financing, the transaction documents related to the Subsequent Financing
shall not include any term or provision whereby such Purchaser shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder or be required
to consent to any amendment to or termination of, or grant any waiver, release or the like
under or in connection with, this Agreement, without the prior written consent of such
Purchaser.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;Notwithstanding anything to the contrary in this Section&nbsp;4.11 and unless otherwise
agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser
that the transaction with respect to the Subsequent Financing has been abandoned or shall
publicly disclose its intention to issue the securities in the Subsequent Financing, in
either case in such a manner such that such Purchaser will not be in possession of any
material, non-public information, by the tenth (10<sup>th</sup>) Business Day following
delivery of the Subsequent Financing Notice. If by such tenth (10<sup>th</sup>) Business
Day, no public disclosure regarding a transaction with respect to the Subsequent Financing
has been made, and no notice regarding the abandonment of such transaction has been received
by such Purchaser, such transaction shall be deemed to have been abandoned and such
Purchaser shall not be deemed to be in possession of any material, non-public information
with respect to the Company or any of its Subsidiaries.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Notwithstanding the foregoing, this Section&nbsp;4.11 shall not apply in respect of an
Exempt Issuance.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.12 <U>Subsequent Equity Sales</U>. From the date hereof until 30&nbsp;days after the Closing
Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock
Equivalents. Notwithstanding the foregoing, this Section&nbsp;4.12 shall not apply in respect of an
Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.13 <U>Equal Treatment of Purchasers</U>. No consideration (including any modification of
any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of the Transaction Documents unless the same consideration is also
offered to all of the parties to the Transaction Documents. For clarification purposes, this
provision constitutes a separate right granted to each Purchaser by the Company and negotiated
separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class
and shall not in any way be construed as the Purchasers acting in concert or as a group with
respect to the purchase, disposition or voting of Securities or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.14 <U>Certain Transactions and Confidentiality</U>. Each Purchaser, severally and not
jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf
or pursuant to any understanding with it will execute any purchases or sales, including Short Sales
of any of the Company&#146;s securities during the period commencing with the execution of this
Agreement and ending at such time that the transactions contemplated by this Agreement are first
publicly announced pursuant to the initial press release as described in Section&nbsp;4.4.&nbsp; Each
Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as
the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to
the initial press release as described in Section&nbsp;4.4, such Purchaser will maintain the
confidentiality of the existence and terms of this transaction and the information included in the
Disclosure Schedules.&nbsp; Notwithstanding the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i)&nbsp;no Purchaser
makes any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in
Section&nbsp;4.4, (ii)&nbsp;no Purchaser shall be restricted or prohibited from effecting any transactions in
any securities of the Company in accordance with applicable securities laws from and after the time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section&nbsp;4.4 and (iii)&nbsp;no Purchaser shall have any duty of
confidentiality or duty not to trade in the securities of the Company to the Company or its
Subsidiaries after the issuance of the initial press release as described in Section&nbsp;4.4.&nbsp;
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser&#146;s assets and
the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of such Purchaser&#146;s assets, the covenant set forth above shall
only apply with respect to the portion of assets managed by the portfolio manager that made the
investment decision to purchase the Securities covered by this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.15 <U>Capital Changes</U>. Until the one year anniversary of the Closing Date, the Company
shall not undertake a reverse or forward stock split or reclassification of the Common Stock
without the prior written consent of the Purchasers holding a majority in interest of the Shares.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.16 <U>Registration Statement</U>. As soon as reasonably practicable (and in any event
within 15 calendar days after the date of this Agreement), the Company shall file a registration
statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing
for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the
Warrants. The Company shall use commercially reasonable efforts to cause such registration to
become effective 90&nbsp;days following the Closing Date and to keep such registration statement
effective at all times until (a)&nbsp;the Warrant Shares are sold under such registration statement or
pursuant to Rule&nbsp;144 under the Securities Act, (b)&nbsp;the Warrant Shares may be sold without volume or
manner-of-sale restrictions pursuant to Rule&nbsp;144 under the Securities Act, and (c)&nbsp;the three (3)
year anniversary of the date of the issuance of the Warrants, whichever is the earliest to occur.
Subject to the accuracy of the information provided by the Purchasers to the Company, the Company
shall ensure that such registration statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they were made) not
misleading. After the date hereof and during any period in which a prospectus or prospectus
supplement relating to any of the Securities subject to registration under this Section&nbsp;4.16 is
required to be delivered by any Purchaser pursuant to the Securities Act (including in
circumstances where such requirement may be satisfied pursuant to Rule&nbsp;172 of the Securities Act),
(i)&nbsp;the Company will notify the Purchasers promptly of the time when any subsequent amendment to
such registration statement, other than documents incorporated by reference, has been filed with
the Commission or has become effective or any subsequent supplement to the prospectus regarding
such Securities or any of the Purchasers or any subsequent amendment to the prospectus or any
supplement or amendment to the prospectus supplement has been filed with the Commission and of any
comment letter from the Commission or any request by the Commission for any amendment or supplement
to such registration statement, any amendment to the prospectus, any supplement to the prospectus
that relates to the Securities subject to such registration statement under this Section or any of
the Purchasers, or any amendment or supplement to the prospectus supplement, provided that no
notification of the Purchasers shall be required if such amendment, supplement, or comment, or
request would not, and would not seek, to limit the rights of the Purchasers or the Warrant Shares,
(ii)&nbsp;the Company will prepare and file with the Commission, promptly upon a Purchaser&#146;s request,
any amendments or supplements to such registration statement, prospectus or prospectus supplement
that, in the Company&#146;s reasonable opinion, may be necessary in connection with any resale of the
Warrant Shares by such Purchaser (provided, however, that the failure of such Purchaser to make
such request shall not relieve the Company of any obligation or liability hereunder), (iii)&nbsp;the
Company will not file any amendment or supplement to a registration statement, prospectus or
prospectus supplement, other than documents incorporated by reference, relating to the Warrant
Shares subject to registration under this Section&nbsp;4.16 unless a copy thereof has been submitted or
made available to each Purchaser within a reasonable period of time before the filing and no
Purchaser has reasonably objected in writing thereto (provided, however, that (A)&nbsp;the failure of
any Purchaser to make such objection shall not relieve the Company of any obligation or liability
hereunder, and (B)&nbsp;the Company has no obligation to provide a Purchaser any advance copy of such
filing or to provide such Purchaser an opportunity to object to such filing if such filing does not
name such Purchaser or specifically discuss the Warrant Shares subject to registration under this
Section&nbsp;4.16 as contemplated hereby) and the Company will furnish or make available to each
Purchaser at the time of filing thereof a copy of any document that upon filing is deemed to be
incorporated by reference into a registration statement, prospectus or prospectus supplement,
except for those documents available via EDGAR, and (iv)&nbsp;the Company will cause each amendment or
supplement to the prospectus or prospectus supplement, other than documents incorporated by
reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule
424(b) of the Securities Act. Each Purchaser shall furnish the Company a questionnaire in the form
attached hereto as Schedule&nbsp;4.16 prior to the filing of such registration statement. All fees and
expenses incident to the performance of or compliance with, this Section&nbsp;4.16 by the Company shall
be borne by the Company whether or not any Warrant Shares are sold pursuant to a registration
statement. Neither the Company nor any of its security holders (other than the Purchasers in such
capacity pursuant hereto) may include securities of the Company in any registration statements
other than the Warrant Shares. The Company shall not file any other registration statement until
the date that all Warrant Shares are registered pursuant to a registration statement.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.17 <U>Exercise Procedures</U>. The form of Notice of Exercise included in the Warrants set
forth the totality of the procedures required of the Purchasers in order to exercise the Warrants.
No additional legal opinion, other information or instructions shall be required of the Purchasers
to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of
Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or
notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The
Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with
the terms, conditions and time periods set forth in the Transaction Documents.


<P align="center" style="font-size: 12pt"><B>ARTICLE V.</B><BR>
MISCELLANEOUS



<P align="left" style="font-size: 12pt; text-indent: 4%">5.1 <U>Termination</U>.&nbsp; This Agreement may be terminated by any Purchaser, as to such
Purchaser&#146;s obligations hereunder only and without any effect whatsoever on the obligations between
the Company and the other Purchasers, by written notice to the other parties, if the Closing has
not been consummated on or before July&nbsp;30, 2015; <U>provided</U>, <U>however</U>, that no such
termination will affect the right of any party to sue for any breach by any other party (or
parties).


<P align="left" style="font-size: 12pt; text-indent: 4%">5.2 <U>Fees and Expenses</U>. Except as expressly set forth in the Transaction Documents to
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees (including, without limitation, any fees required for same-day processing of
any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to
the Purchasers.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.3 <U>Entire Agreement</U>. The Transaction Documents, together with the exhibits and
schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.4 <U>Notices</U>. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of: (a)&nbsp;the date of transmission, if such notice or communication is delivered via
facsimile or email attachment at the facsimile number or email address as set forth on the
signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b)
the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (c)&nbsp;the second (2<sup>nd</sup>) Trading Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service or (d)&nbsp;upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached hereto. To the extent that any
notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such
notice with the Commission pursuant to a Current Report on Form 8-K.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.5 <U>Amendments; Waivers</U>. No provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the
Company and the Purchasers who purchased at least a majority in interest of the Shares based on the
initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom
enforcement of any such waived provision is sought; <U>provided</U>, that if any amendment,
modification or waiver disproportionately and adversely impacts a Purchaser (or group of
Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right. Any proposed amendment or waiver that disproportionately, materially
and adversely affects the rights and obligations of any Purchaser relative to the comparable rights
and obligations of the other Purchasers shall require the prior written consent of such adversely
affected Purchaser, Any amendment effected in accordance with accordance with this Section&nbsp;5.5
shall be binding upon each Purchaser and holder of Securities and the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.6 <U>Headings</U>. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.7 <U>Successors and Assigns</U>. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written consent of each
Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that
such transferee agrees in writing to be bound, with respect to the transferred Securities, by the
provisions of the Transaction Documents that apply to the &#147;Purchasers.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">5.8 <U>No Third-Party Beneficiaries</U>. The Placement Agent shall be the third party
beneficiary of the representations and warranties of the Company in Section&nbsp;3.1 and the
representations and warranties of the Purchasers in Section&nbsp;3.2. This Agreement is intended for
the benefit of the parties hereto and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section&nbsp;4.8 and this Section&nbsp;5.8.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.9 <U>Governing Law</U>. All questions concerning the construction, validity, enforcement
and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any
other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the
City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and
agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such Action or Proceeding is improper or is an
inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such Action or Proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If any party shall commence an Action or Proceeding to enforce any provisions of the
Transaction Documents, then, in addition to the obligations of the Company under Section&nbsp;4.8, the
prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for
its reasonable attorneys&#146; fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.10 <U>Survival</U>. The representations and warranties contained herein shall survive the
Closing and the delivery of the Securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.11 <U>Execution</U>. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a &#147;.pdf&#148; format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or &#147;.pdf&#148; signature
page were an original thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.12 <U>Severability</U>. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.13 <U>Rescission and Withdrawal Right</U>. Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time
upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; <U>provided</U>, <U>however</U>, that in the
case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to
return any shares of Common Stock subject to any such rescinded exercise notice concurrently with
the return to such Purchaser of the aggregate exercise price paid to the Company for such shares
and the restoration of such Purchaser&#146;s right to acquire such shares pursuant to such Purchaser&#146;s
Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


<P align="left" style="font-size: 12pt; text-indent: 4%">5.14 <U>Replacement of Securities</U>. If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in
lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant
for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.15 <U>Remedies</U>. In addition to being entitled to exercise all rights provided herein
or granted by law, including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of
obligations contained in the Transaction Documents and hereby agree to waive and not to assert in
any Action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.16 <U>Payment Set Aside</U>. To the extent that the Company makes a payment or payments to
any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the
Company, a trustee, receiver or any other Person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.17 <U>Independent Nature of Purchasers&#146; Obligations and Rights</U>. The obligations of
each Purchaser under any Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance or
non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Purchaser
pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to
independently protect and enforce its rights including, without limitation, the rights arising out
of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each
Purchaser has been represented by its own separate legal counsel in its review and negotiation of
the Transaction Documents. The Company has elected to provide all Purchasers with the same terms
and Transaction Documents for the convenience of the Company and not because it was required or
requested to do so by any of the Purchasers. It is expressly understood and agreed that each
provision contained in this Agreement and in each other Transaction Document is between the Company
and a Purchaser, solely, and not between the Company and the Purchasers collectively and not
between and among the Purchasers.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.18 <U>Liquidated Damages</U>. The Company&#146;s obligations to pay any partial liquidated
damages or other amounts owing under the Transaction Documents is a continuing obligation of the
Company and shall not terminate until all unpaid partial liquidated damages and other amounts have
been paid notwithstanding the fact that the instrument or security pursuant to which such partial
liquidated damages or other amounts are due and payable shall have been canceled.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.19 <U>Saturdays, Sundays, Holidays, etc.</U> If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not be a Business Day,
then such action may be taken or such right may be exercised on the next succeeding Business Day.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.20 <U>Construction</U>. The parties agree that each of them and/or their respective counsel
have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any
Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.21 <U><B>WAIVER OF JURY TRIAL</B></U><B>. </B><U><B>IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE
GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND
EXPRESSLY WAIVES FOREVER TRIAL BY JURY. </B></U>


<P align="center" style="font-size: 12pt"><I>(Signature Pages Follow)</I>




<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>IDI, INC.</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Address for Notice:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Michael Brauser&#151;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fax:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Michael Brauser<BR>
Title: Executive Chairman<BR>
With a copy to (which shall not constitute notice):
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 12pt">&#091;REMAINDER OF PAGE INTENTIONALLY LEFT BLANK<BR>
SIGNATURE PAGE FOR PURCHASER FOLLOWS&#093;




<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->




<P align="center" style="font-size: 12pt">&#091;PURCHASER SIGNATURE PAGES TO IDI SECURITIES PURCHASE AGREEMENT&#093;



<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.


<P align="left" style="font-size: 12pt">Name of Purchaser: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>Intracoastal Capital, LLC&#151;</U>
<BR>
<I>Signature of Authorized Signatory of Purchaser</I>: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>/s/ Mitchell P. Kopin</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Name of Authorized Signatory: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>Mitchell Kopin&#151;</U>
<BR>
Title of Authorized Signatory:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> A<U>uthorized Signatory</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Email Address of Authorized Signatory:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Facsimile Number of Authorized Signatory: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Address for Notice to Purchaser:


<P align="left" style="font-size: 12pt">Address for Delivery of Securities to Purchaser (if not same as address for notice):


<P align="left" style="font-size: 12pt">DWAC for Shares:


<P align="left" style="font-size: 12pt">Subscription Amount: $<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>10,000,002.10</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="43%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Shares:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">_1,280,410<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Warrant Shares:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>640,205<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EIN Number:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> separate cover&#151;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt"><FONT style="font-size: 10pt"><FONT style="font-family: Wingdings">&#253;</FONT> Notwithstanding anything contained in this Agreement to the contrary, by checking
this box (i)&nbsp;the obligations of the above-signed to purchase the securities set forth in this
Agreement to be purchased from the Company by the above-signed, and the obligations of the Company
to sell such securities to the above-signed, shall be unconditional and all conditions to Closing
shall be disregarded, (ii)&nbsp;the Closing shall occur on the third (3<sup>rd</sup>) Trading Day
following the date of this Agreement and (iii)&nbsp;any condition to Closing contemplated by this
Agreement (but prior to being disregarded by clause (i)&nbsp;above) that required delivery by the
Company or the above-signed of any agreement, instrument, certificate or the like or purchase price
(as applicable) shall no longer be a condition and shall instead be an unconditional obligation of
the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate
or the like or purchase price (as applicable) to such other party on the Closing Date.
</FONT>

<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><U>Schedule&nbsp;3.1(g)</U><BR>
Capitalization</FONT>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company has issued 32,000 shares of common stock for services.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 12pt"><U>Schedule&nbsp;3.1(j)</U>



<P align="left" style="font-size: 12pt">The Company was sued on July&nbsp;22, 2015 in a class action suit entitled Garrett Heim vs. IDI, Inc.,
et al, USDC, Southern District of Florida, Case 9:15-cv-81019-BB.



<P align="center" style="font-size: 10pt; display: none">4




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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exhibit3.htm
<DESCRIPTION>EX-10.2
<TEXT>
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<TITLE> EX-10.2 </TITLE>
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>Exhibit&nbsp;10.2</B>
</FONT>
<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="32%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="68%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD align="left" valign="top"><FONT style="font-size: 10pt">Steven Urbach<BR>
President</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">Chardan Capital Markets, LLC<BR>
17 State Street<BR>
Suite&nbsp;1600<BR>
New York, NY 10004<BR>
Tel: 646 465 9003<BR>
Fax: 646 465 9091</FONT></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:33%; font-size: 10pt; text-indent: 3%"><FONT style="font-size: 11pt">July&nbsp;23, 2015
</FONT>

<P align="left" style="font-size: 11pt"><U>STRICTLY CONFIDENTIAL</U>


<P align="left" style="font-size: 11pt"><FONT style="font-size: 12pt">IDI, Inc.
<BR>
2650 North Military Trail, Suite&nbsp;300
<BR>
Boca Raton, FL 33431
</FONT>

<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt">Attn: Mr.&nbsp;Michael Brauser, Executive Chairman
</FONT>

<P align="left" style="font-size: 11pt">Dear Michael:


<P align="left" style="font-size: 11pt; text-indent: 4%">This letter (the &#147;Agreement&#148;) constitutes the agreement between IDI, Inc. (the &#147;Company&#148;) and
Chardan Capital Markets, LLC (&#147;Chardan&#148;) that Chardan shall serve as the exclusive placement agent
(the &#147;Services&#148;) for the Company, on a reasonable best efforts basis, in connection with the
proposed offer and placement (the &#147;Offering&#148;) by the Company of securities of the Company (the
&#147;Securities&#148;). The terms of the Offering and the Securities shall be mutually agreed upon by the
Company and the investors and nothing herein implies that Chardan would have the power or authority
to bind the Company or an obligation for the Company to issue any Securities or complete the
Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does
not constitute a commitment by Chardan to purchase the Securities and does not ensure the
successful placement of the Securities or any portion thereof or the success of Chardan with
respect to securing any other financing on behalf of the Company.


<P align="left" style="font-size: 11pt; text-indent: 4%">A.&nbsp;<U>Fees and Expenses</U>. In connection with the Services described above, the Company
shall pay to Chardan the following compensation:


<P align="left" style="font-size: 11pt; text-indent: 7%">1.&nbsp;<U>Placement Agent&#146;s Fee</U>. The Company shall pay to Chardan a cash placement fee (the
&#147;Placement Agent&#146;s Fee&#148;) equal to 6.0% of the aggregate purchase price paid by each purchaser (the
&#147;Purchaser&#148; or &#147;Purchasers&#148;) of Securities that are placed in the Offering. The Placement Agent&#146;s
Closing Fee shall be paid at the closing of the Offering (the &#147;Closing&#148;) from the gross proceeds of
the Securities sold to the Purchasers.


<P align="left" style="margin-right:1%; font-size: 11pt; text-indent: 7%">2. <U>Expenses</U>. In addition to any fees payable to Chardan hereunder, but only if an
Offering is consummated, the Company hereby agrees to reimburse Chardan up to $25,000 for all
reasonable travel and other out-of-pocket expenses incurred in connection with Chardan&#146;s
engagement, including the reasonable fees and expenses of Chardan&#146;s counsel.


<P align="left" style="font-size: 11pt; text-indent: 4%">B.&nbsp;<U>Term and Termination of Engagement</U>. The term (the &#147;Term&#148;) of Chardan&#146;s engagement
will begin on the date hereof and end August&nbsp;31, 2015. Notwithstanding anything to the contrary
contained herein, the provisions concerning indemnification, contribution and the Company&#146;s
obligations to pay fees and reimburse expenses contained herein will survive any expiration or
termination of this Agreement.


<P align="left" style="font-size: 11pt; text-indent: 4%">C.&nbsp;<U>Use of Information</U>. The Company will furnish Chardan such written information as
Chardan reasonably requests in connection with the performance of its services hereunder. The
Company understands, acknowledges and agrees that, in performing its services hereunder, Chardan
will use and rely entirely upon such information as well as publicly available information
regarding the Company and other potential parties to an Offering and that Chardan does not assume
responsibility for independent verification of the accuracy or completeness of any information,
whether publicly available or otherwise furnished to it, concerning the Company or otherwise
relevant to an Offering, including, without limitation, any financial information, forecasts or
projections considered by Chardan in connection with the provision of its services.


<P align="left" style="font-size: 11pt; text-indent: 4%">D.&nbsp;<U>Publicity</U>. In the event of the consummation or public announcement of any
Offering, Chardan shall have the right to disclose its participation in such Offering, including,
without limitation, the placement at its cost of &#147;tombstone&#148; advertisements in financial and other
newspapers and journals.


<P align="left" style="font-size: 11pt; text-indent: 4%">E.&nbsp;<U>Securities Matters</U>. The Company shall be responsible for any and all compliance
with the securities laws applicable to it, including Regulation&nbsp;D and the Securities Act of 1933,
as amended (the &#147;Securities Act&#148;), and Rule&nbsp;506 promulgated thereunder, and unless otherwise agreed
in writing, all state securities (&#147;blue sky&#148;) laws. Chardan agrees to cooperate with counsel to the
Company in that regard.


<P align="left" style="font-size: 11pt; text-indent: 4%">F.&nbsp;<U>Indemnity</U>.


<P align="left" style="font-size: 11pt; text-indent: 7%">1.&nbsp;In connection with the Company&#146;s engagement of Chardan as placement agent, the Company
hereby agrees to indemnify and hold harmless Chardan and its affiliates, and the respective
controlling persons, directors, officers, members, shareholders, agents and employees of any of the
foregoing (collectively the &#147;Indemnified Persons&#148;), from and against any and all claims, actions,
suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by
any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a
&#147;Claim&#148;), that are (A)&nbsp;related to or arise out of (i)&nbsp;any actions taken or omitted to be taken
(including any untrue statements made or any statements omitted to be made) by the Company, or (ii)
any actions taken or omitted to be taken by any Indemnified Person in connection with the Company&#146;s
engagement of Chardan, or (B)&nbsp;otherwise relate to or arise out of Chardan&#146;s activities on the
Company&#146;s behalf under Chardan&#146;s engagement, and the Company shall reimburse any Indemnified Person
for all expenses (including the reasonable fees and expenses of counsel) as incurred by such
Indemnified Person in connection with investigating, preparing or defending any such claim, action,
suit or proceeding, whether or not in connection with pending or threatened litigation in which any
Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is
finally judicially determined to have resulted from the gross negligence or willful misconduct of
any person seeking indemnification for such Claim. The Company further agrees that no Indemnified
Person shall have any liability to the Company for or in connection with the Company&#146;s engagement
of Chardan except for any Claim incurred by the Company as a result of such Indemnified Person&#146;s
gross negligence or willful misconduct.


<P align="left" style="font-size: 11pt; text-indent: 7%">2.&nbsp;The Company further agrees that it will not, without the prior written consent of Chardan,
settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in
respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is
an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising
out of such Claim.


<P align="left" style="font-size: 11pt; text-indent: 7%">3.&nbsp;Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion
or institution of any Claim with respect to which indemnification is being sought hereunder, such
Indemnified Person shall notify the Company in writing of such complaint or of such assertion or
institution but failure to so notify the Company shall not relieve the Company from any obligation
it may have hereunder, except and only to the extent such failure results in the forfeiture by the
Company of substantial rights and defenses. If the Company so elects or is requested by such
Indemnified Person, the Company will assume the defense of such Claim, including the employment of
counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses
of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably
determines that having common counsel would present such counsel with a conflict of interest or if
the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and
legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses
available to it or other Indemnified Persons different from or in addition to those available to
the Company, then such Indemnified Person may employ its own separate counsel to represent or
defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses
of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or
diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified
Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert
crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified
by the Company therefor, including without limitation, for the reasonable fees and expenses of its
counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In
addition, with respect to any Claim in which the Company assumes the defense, the Indemnified
Person shall have the right to participate in such Claim and to retain his, her or its own counsel
therefor at his, her or its own expense.


<P align="left" style="font-size: 11pt; text-indent: 7%">4.&nbsp;The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held
by a court to be unavailable for any reason then (whether or not Chardan is the Indemnified
Person), the Company and Chardan shall contribute to the Claim for which such indemnity is held
unavailable in such proportion as is appropriate to reflect the relative benefits to the Company,
on the one hand, and Chardan on the other, in connection with Chardan&#146;s engagement referred to
above, subject to the limitation that in no event shall the amount of Chardan&#146;s contribution to
such Claim exceed the amount of fees actually received by Chardan from the Company pursuant to
Chardan&#146;s engagement. The Company hereby agrees that the relative benefits to the Company, on the
one hand, and Chardan on the other, with respect to Chardan&#146;s engagement shall be deemed to be in
the same proportion as (a)&nbsp;the total value paid or proposed to be paid or received by the Company
or its stockholders as the case may be, pursuant to the Offering (whether or not consummated) for
which Chardan is engaged to render services bears to (b)&nbsp;the fee paid or proposed to be paid to
Chardan in connection with such engagement.


<P align="left" style="font-size: 11pt; text-indent: 7%">5.&nbsp;The Company&#146;s indemnity, reimbursement and contribution obligations under this Agreement
(a)&nbsp;shall be in addition to, and shall in no way limit or otherwise adversely affect any rights
that any Indemnified Party may have at law or at equity and (b)&nbsp;shall be effective whether or not
the Company is at fault in any way.


<P align="left" style="font-size: 11pt; text-indent: 4%">G.&nbsp;<U>Limitation of Engagement to the Company</U>. The Company acknowledges that Chardan has
been retained only by the Company, that Chardan is providing services hereunder as an independent
contractor (and not in any fiduciary or agency capacity) and that the Company&#146;s engagement of
Chardan is not deemed to be on behalf of, and is not intended to confer rights upon, any
shareholder, owner or partner of the Company or any other person not a party hereto as against
Chardan or any of its affiliates, or any of its or their respective officers, directors,
controlling persons (within the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;)), employees or agents. Unless
otherwise expressly agreed in writing by Chardan, no one other than the Company is authorized to
rely upon this Agreement or any other statements or conduct of Chardan, and no one other than the
Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any
recommendation or advice, written or oral, given by Chardan to the Company in connection with
Chardan&#146;s engagement is intended solely for the benefit and use of the Company&#146;s management and
directors in considering a possible Offering, and any such recommendation or advice is not on
behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied
upon for any other purpose. Chardan shall not have the authority to make any commitment binding on
the Company. The Company, in its sole discretion, shall have the right to reject any investor
introduced to it by Chardan. The Company agrees that it will perform and comply with the covenants
and other obligations set forth in the purchase agreement and related transaction documents between
the Company and the investors in the Offering, and that Chardan will be entitled to rely on the
representations, warranties, agreements and covenants of the Company contained in such purchase
agreement and related transaction documents as if such representations, warranties, agreements and
covenants were made directly to Chardan by the Company.


<P align="left" style="font-size: 11pt; text-indent: 4%">H.&nbsp;<U>Limitation of Chardan&#146;s Liability to the Company</U>. Chardan and the Company further
agree that neither Chardan nor any of its affiliates or any of its or their respective officers,
directors, controlling persons (within the meaning of Section&nbsp;15 of the Securities Act or Section
20 of the Exchange Act), employees or agents shall have any liability to the Company, its security
holders or creditors, or any person asserting claims on behalf of or in the right of the Company
(whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any
losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating
to this Agreement or the Services rendered hereunder, except for losses, fees, damages,
liabilities, costs or expenses that arise out of or are based on any action of or failure to act by
Chardan and that are finally judicially determined to have resulted solely from the gross
negligence or willful misconduct of Chardan.


<P align="left" style="font-size: 11pt; text-indent: 4%">I.&nbsp;<U>Governing Law</U>. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be fully performed
therein. Any disputes that arise under this Agreement, even after the termination of this
Agreement, will be heard only in the state or federal courts located in the City of New York, State
of New York. The parties hereto expressly agree to submit themselves to the jurisdiction of the
foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any
rights they may have to contest the jurisdiction, venue or authority of any court sitting in the
City and State of New York. In the event of the bringing of any action, or suit by a party hereto
against the other party hereto, arising out of or relating to this Agreement, the party in whose
favor the final judgment or award shall be entered shall be entitled to have and recover from the
other party the costs and expenses incurred in connection therewith, including its reasonable
attorneys&#146; fees. Any rights to trial by jury with respect to any such action, proceeding or suit
are hereby waived by Chardan and the Company.


<P align="left" style="font-size: 11pt; text-indent: 4%">J.&nbsp;<U>Notices</U>. All notices hereunder will be in writing and sent by certified mail, hand
delivery, overnight delivery or fax, if sent to Chardan, to the address set forth on the first page
hereof, fax number 646-465-9091, Attention: Jonathan Schechter, and if sent to the Company, to the
address on the first page hereof, fax number&#151;, Attention: Executive Chairman. Notices
sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery
or overnight delivery shall be deemed received on the date of the relevant written record of
receipt, and notices delivered by fax shall be deemed received as of the date and time printed
thereon by the fax machine.


<P align="left" style="font-size: 11pt; text-indent: 4%">K.&nbsp;<U>Miscellaneous</U>. The Company represents that it is free to enter into this Agreement
and the transactions contemplated hereby, that it will act in good faith, and that it will not
hinder Chardan&#146;s efforts hereunder. This Agreement shall not be modified or amended except in
writing signed by Chardan and the Company. This Agreement shall be binding upon and inure to the
benefit of Chardan and the Company and their respective assigns, successors, and legal
representatives. This Agreement constitutes the entire agreement of Chardan and the Company, and
supersedes any prior agreements, with respect to the subject matter hereof. If any provision of
this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect, and the remainder of the Agreement shall remain in
full force and effect. This Agreement may be executed in counterparts (including facsimile or .pdf
counterparts), each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.


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<P align="left" style="font-size: 11pt; text-indent: 4%">In acknowledgment that the foregoing correctly sets forth the understanding reached by Chardan
and the Company, please sign in the space provided below, whereupon this letter shall constitute a
binding Agreement as of the date indicated above.


<P align="left" style="font-size: 11pt; text-indent: 29%">Very truly yours,


<P align="left" style="font-size: 11pt; text-indent: 29%">CHARDAN CAPITAL MARKETS, LLC


<P align="left" style="font-size: 11pt; text-indent: 29%">By <U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Steven Urbach</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Steven Urbach<BR>
Title: President<BR>


<P align="left" style="font-size: 11pt">Accepted and Agreed:


<P align="left" style="font-size: 11pt">IDI, INC.


<P align="left" style="font-size: 11pt">By <U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Michael Brauser</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Michael Brauser<BR>
Title: Executive Chairman<BR>



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