||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||The reported securities are owned by MedTRX Provider Network, LLC ("MedTRX"). Mr. Halpern serves as the managing member of MedTRX and may be deemed to beneficially own the securities held by MedTRX. Mr. Halpern disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such Reporting Person is the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
||On December 23, 2011, the Issuer and MedTRX entered into a registration rights agreement ("Registration Rights Agreement") and Common Stock Warrant ("Warrant"). Pursuant to the Warrant, MedTRX was issued, for services provided to the Issuer between June 6, 2011 and December 23, 2011, the right to purchase 1,875,000 shares of Common Stock at an exercise price of $3.60 per share for a term of seven (7) years.
||Pursuant to the Registration Rights Agreement, Issuer agreed, subject to the applicable rules, regulations and interpretations of the Securities and Exchange Commission (the "SEC"), to (a) Issuer using its reasonable best efforts to file a registration statement with the SEC, covering the resale of the shares of common stock issuable upon exercise of the Warrant (the "Registrable Securities") within 30 days of the earlier of (i) the date when Issuer becomes eligible to file a registration statement on Form S-3 covering the Registrable Securities, or (ii) five years from the Effective Date, and (b) cause such registration statement to become and remain continuously effective until eight years after the Effective Date.
||Pursuant to the Registration Rights Agreement, Issuer also granted to MedTRX "piggyback" registration rights, pursuant to which Issuer agreed to, at any time and from time to time for a period of eight years commencing on the Effective Date, if Issuer proposes to file a registration statement (other than on Form S-4 or Form S-8), provide written notice to MedTRX of such proposed filing and offer to MedTRX the opportunity to register the resale of the Registrable Securities on such registration statement, subject to (a) the applicable rules, regulations and interpretations of the SEC, and (b) with respect to an underwritten offering, our right to exclude any Registrable Securities from a registration statement if in the sole discretion of the managing underwriter or underwriters of such underwritten offering, the inclusion of such Registrable Securities would adversely affect the underwritten offering.