Subscription Agreement

1.

As of the Closing (as defined below) and subject to the terms and conditions hereof, the Investor will purchase from the Company and the Company will issue and sell to the Investor (i) such number of shares (the “ Shares ”) of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), and (ii) such number of warrants (the “ Warrants ”) to purchase shares of Common Stock, in such number of units (the “ Units ”), with each Unit consisting of (a) one share of Common Stock and (b) one Warrant to purchase of a share of Common Stock, as is set forth on the signature page hereto (the “ Signature Page ”) for a purchase price of $ per Unit.

2.

The closing is expected to occur on or about (the “ Closing ”), subject to the satisfaction of certain closing conditions set forth in the Placement Agency Agreement dated as of (the “ Placement Agency Agreement ”) entered into by and between the Company and the placement agent for the Offering (as defined below).

3.

The offering and sale of the Units (the “ Offering ”) is being made pursuant to (i) an effective registration statement (the “ Registration Statement ”) on Form S-3 (File No. 333-            ), including the prospectus contained therein (the “ Base Prospectus ”), filed with the Securities and Exchange Commission (the “ Commission ”) on , (ii) if applicable, a preliminary prospectus related to the Offering (together with the Base Prospectus, the “ Statutory Prospectus ”), (iii) oral communications by the placement agent of offering information of the type reflected on Schedule I of the Placement Agency Agreement and (iv) a final prospectus supplement (the “ Prospectus Supplement ”) containing certain supplemental information regarding the Units and terms of the Offering. The Statutory Prospectus has been delivered to the Investor on or prior to the date hereof and will be filed with the Commission in accordance with applicable securities laws. The Statutory Prospectus, together with the documents incorporated by reference therein and the pricing information contained in this Subscription Agreement are collectively referred to herein as the “ General Disclosure Package .”

4.

The Company’s obligation to issue and sell the Units to the Investor shall be subject to the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and the accuracy of the representations and warranties made by the Investor herein and the fulfillment of those undertakings herein of the Investor to be fulfilled prior to the Closing Date. The Investor’s obligation to purchase the Units shall be subject to the condition that the placement agent shall not have (i) terminated the Placement Agency Agreement pursuant to the terms thereof or (ii) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

5.

The Company shall before the opening of trading on the New York Stock Exchange on the next trading day after the date hereof, issue a press release and file a Current Report on Form 8-K, together disclosing all material aspects of the transactions contemplated hereby. The Company shall not identify the Investor by name in any press release or public filing, or otherwise publicly disclose the Investor’s name, without the Investor’s prior written consent, unless required by applicable laws, rules and regulations.

6.

The Investor represents that (i) it has had full access to the General Disclosure Package prior to or in connection with its receipt of this Subscription Agreement and is relying only on such information and documents in making its decision to purchase the Units, and (ii) it is acquiring the Units for its own account, or an account over which it has investment discretion, and does not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Units.

7.

The Investor has full right, power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement, and (b) this Subscription Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation).

8.

The Investor represents that neither the Investor nor any person acting on behalf of, or pursuant to any understanding with or based upon any information received from, the Investor has, directly or indirectly, as of the date on which the Placement Agent first contacted such Investor about the Offering, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving