FORM OF COMMON STOCK AND WARRANT PURCHASE AGREEMENT

A.

The Company desires to sell, and the Investors desire to purchase, shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”).

B.

In connection with entering into this Agreement, the Company shall issue to the Investors certain Stock Purchase Warrants (each, a “ Warrant” and collectively, the “ Warrants” ) pursuant to which the Investors may purchase up to an aggregate of 150,000 additional shares of Common Stock at a price per share of $9.00 per share (as adjusted for any stock dividends paid in common stock, and any combinations, stock splits, recapitalizations and the like each with respect to the Common Stock). The shares of Common Stock issuable upon exercise of the Warrants are collectively referred to herein as the “ Warrant Shares .”

C.

The issuance of the Shares (as defined below), the Warrants and Warrant Shares to the Investors have been registered on the Company’s Registration Statement on Form S-3, Registration No. 333-160498, which was declared effective by the Securities and Exchange Commission (the “ SEC ” ) on July 22, 2009 (the “ Registration Statement ” ).

1.1

Subject to the terms and conditions of this Agreement, each Investor agrees, severally but not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to each Investor at the Closing, (i) that number of shares of Common Stock set forth opposite each Investor’s name on Exhibit A hereto and (ii) Warrants exercisable for that number of shares of Common Stock set forth opposite each Investor’s name on Exhibit A hereto. The shares of Common Stock to be sold pursuant to this Agreement are collectively referred to herein as the “ Shares ,” and the Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “ Securities ”. The aggregate purchase price of the Securities shall be $3,602,500 (the “ Aggregate Purchase Price ”). The number of shares of Common Stock to be issued to Investors hereunder is determined by dividing the Aggregate Purchase Price by $6.55.

1.2

At the Closing, the Company shall issue a Warrant to each Investor. The Warrants shall be exercisable for up to an aggregate total of 150,000 shares of Common Stock. The Warrants shall be in substantially the form attached hereto as Exhibit B .

2.1

The consummation of the transaction contemplated by this Agreement (the “ Closing ”) shall be held at such time and place as is mutually agreed upon between the parties, but in any event no later than the close of business on September 9, 2009 (the “ Closing Date ”). Prior to the Closing, the Company and each of the Investors shall deliver all documents, instruments and writings required to be delivered by any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. At the Closing, (i) the Investors shall pay the Aggregate Purchase Price by wire transfer of immediately available funds to the Company (in accordance with the Company’s written instructions), and (ii) the Company shall deliver to each Investor (a) a certificate or certificates representing that number of Shares purchased hereunder as set forth on Exhibit A and (b) a Warrant in substantially the form attached hereto as Exhibit B representing that number of Warrant Shares purchased hereunder.

2.2

The Company’s obligations to issue and deliver the stock certificate(s) representing the Shares to the Investors at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

2.2.1

the covenants and obligations that the Investors are required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects;

2.2.2

the representations and warranties made by the Investors herein shall be true and correct in all material respects as of the Closing Date; and

2.2.3

each Investor shall have entered into a Lock-up Agreement with the Company, in the form attached hereto as Exhibit C (the “Lock-up Agreement” ).

2.3

Each Investor’s obligation to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Investors:

2.3.1

the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects;

2.3.2

the representation and warranties made by the Company herein shall be true and correct in all material respects as of the Closing Date.

3.1

Legends . Each Investor understands, acknowledges and agrees that the Shares and any Warrant Shares issued during the Lock-Up Period (as defined in the Lock-Up Agreement) are subject to the terms and conditions of the Lock-Up Agreement. Each stock certificate representing the Shares and any Warrant Shares issued during the Lock-Up Period shall bear the following legend:

“UNTIL SEPTEMBER 9, 2010, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

4.1

The Company agrees to indemnify and hold harmless each Investor against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, directly or indirectly based upon or arising out of (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement filed with the SEC and used in connection with the offering of the Securities, or (ii) any omission or alleged omission to state a material fact in the Registration Statement, any prospectus or prospectus supplement filed with the SEC and used in connection with the offering of the Securities, or any amendment or supplement thereto, required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company will reimburse each Investor for any legal or any other expenses reasonably incurred by it in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding, except insofar as any such loss, claim, damage, liability, action, proceeding or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any prospectus or prospectus supplement, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Investor expressly for use in the preparation thereof, (B) the failure of any Investor to comply with its covenants and agreement contained in Section 6 hereof, or (C) any untrue statement, alleged untrue statement, or omission or alleged omission in any prospectus or prospectus supplement that is corrected in any subsequent prospectus that was delivered to each Investor prior to the pertinent sale or sales by each Investor. Such indemnity shall remain in full force and effect, regardless of any investigation made by any Investor and shall survive the transfer of the Securities by the each Investor.

4.2

Each Investor agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the “ Securities Act ”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and each officer of the Company who signs the Registration Statement and each director of the Company) from and against losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, directly or indirectly, based upon or arising out of (i) any failure of the Investors to comply with the covenants and agreements contained in Section 6 hereof of (ii) untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus or prospectus supplement filed with the SEC and used in connection with the offering of the Securities or any amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated in the Registration Statement, any prospectus or prospectus supplement filed with the SEC and used in connection with the offering of the Securities, or any amendment or supplement thereto, required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading if such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by on behalf of the Investors specifically for use in preparation of the Registration Statement, any prospectus or prospectus supplement; provided, however, that the Investors shall not be liable in any such case for (A) any untrue statement, alleged untrue statement, omission or alleged omission in the Registration Statement, any prospectus or prospectus supplement, or other such document which statement is corrected by the Investors and delivered to the Company prior to the sale from which such loss occurred, (B) any untrue statement, alleged untrue statement, omission or alleged omission in any prospectus which is corrected by the Investors in any subsequent prospectus, or supplement or amendment thereto, and delivered to the Company prior to the sale or sales from which a loss or liability arose, or (C) any failure by the Company to fulfill any of its obligations under Section 4.1 hereof.

4.3

Promptly after receipt by any indemnified party or person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying party pursuant to this Section 4, such indemnified party or person shall notify the indemnifying party in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not