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Notes Payable
12 Months Ended
Dec. 31, 2012
Notes to Financial Statements  
Notes Payable
7.   Notes Payable
 
On May 3, 2010, the Company received aggregate proceeds of $500,000 from a lender, and granted the Lender a warrant to purchase 312,500 shares of common stock at a purchase price of $1.60 per share.  Each warrant may be exercised in whole or in part and from time to time for a term of five years from its grant date.  The Loans were evidenced by promissory notes (the “Notes”), and will bear interest at the rate of 12% per annum, payable at maturity.  The Loans were collateralized by substantially all of the Company’s assets.  The maturity date of each Loan is one year from the date of the Loan.  The Lender has customary “piggy-back” registration rights with respect to the common stock issued or issuable upon the exercise of the warrants (the “Warrant Shares”).  The warrants contain anti-dilution and purchase price adjustment provisions in the event of reorganization, consolidation or merger, certain dividends, stock split or reverse stock split. The warrants are transferable in whole or in part, so long as the transfers comply with applicable securities laws. The relative fair value of the warrants was estimated at $304,037 using the Black Scholes method. In connection with the 2010 Loan Agreement and the Purchase Agreement, on November 8, 2010 the $500,000 note payable was satisfied.

On September 2, 2011, the Company entered into a Loan and Security Agreement (the “Loans”) with two lenders.  Under the terms of the Loans, the Company borrowed $1,500,000 from each lender, or a total of $3,000,000, at an interest rate of 7% per annum each with a maturity date of January 15, 2013. The loans may be prepaid in whole or in part at any time by the Company without penalty. The Company granted the lenders a first priority security interest in all of the Company’s assets, in order to secure the Company’s obligation to repay the loans. The loan agreement contains customary negative covenants restricting the Company’s ability to take certain actions without the lenders’ consent, including incurring additional indebtedness, transferring or encumbering assets, paying dividends or making certain other payments and acquiring businesses. In connection with the Loans, the Company granted each Lender a warrant to purchase 250,000 shares of Common Stock at a purchase price of $2.90 per share with a term of five years. The warrants are transferable in whole or in part, so long as the transfers comply with applicable securities laws. The relative fair value of the warrants was estimated at $1,131,303 using the Black Scholes method and has been recorded as a debt discount on the consolidated balance sheet as of December 31, 2011. On October 18, 2011, the Company repaid each lender $500,000 in principal and $4,411 in interest. The debt discount amortization associated with the notes was $554,562 for the year ended December 31, 2011.  As of December 31, 2011, the Company has oustanding Loans aggregating $2,000,000.