THE PORTION OF ASSETS MANAGED BY THE PORTFOLIO
MANAGER THAT MADE THE INVESTMENT DECISION TO PURCHASE THE SECURITIES COVERED BY
THIS AGREEMENT.
4.12
FORM D: BLUE SKY FILINGS.
THE COMPANY AGREES TO TIMELY FILE A
FORM D WITH RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION D AND TO
PROVIDE A COPY THEREOF, PROMPTLY UPON REQUEST OF ANY PURCHASER.
THE COMPANY
SHALL, ON OR BEFORE THE CLOSING DATE, TAKE SUCH ACTION AS THE COMPANY SHALL
REASONABLY DETERMINE IS NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR, OR TO
QUALIFY THE SECURITIES FOR, SALE TO THE PURCHASERS AT THE CLOSING UNDER
APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE STATES OF THE UNITED STATES, AND
SHALL PROVIDE EVIDENCE OF SUCH ACTIONS PROMPTLY UPON REQUEST OF ANY PURCHASER.
THE COMPANY SHALL MAKE ALL FILINGS AND REPORTS RELATING TO THE OFFER AND SALE OF
THE SECURITIES REQUIRED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE
STATES OF THE UNITED STATES FOLLOWING THE CLOSING DATE.
ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY A PURCHASER, AS
TO SUCH PURCHASER'S OBLIGATIONS HEREUNDER BY WRITTEN NOTICE TO THE COMPANY, IF
THE CLOSING HAS NOT BEEN CONSUMMATED ON OR BEFORE JULY 6, 2008; PROVIDED,
HOWEVER, THAT NO SUCH TERMINATION WILL AFFECT THE RIGHT OF ANY PARTY TO SUE FOR
ANY BREACH BY THE OTHER PARTY (OR PARTIES).
5.2
FEES AND EXPENSES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN AND 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 REIMBURSE, AT THE CLOSING, THE REASONABLE FEES FOR THE PURCHASERS' LEGAL
COUNSEL, FEES TO OTHER ADVISORS RETAINED BY THE PURCHASERS TO REPRESENT THEM IN
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS,
AS WELL AS THE PURCHASERS' DUE DILIGENCE EXPENSES, IN AN AGGREGATE AMOUNT NOT TO
EXCEED $100,000.
IF THE CLOSING IS NOT EFFECTED, THE COMPANY SHALL REIMBURSE
THE LEGAL FEES AND OTHER EXPENSES OF THE PURCHASERS IN AN AMOUNT NOT TO EXCEED
$30,000.
THE COMPANY SHALL PAY ALL TRANSFER AGENT FEES, STAMP TAXES AND OTHER
TAXES AND DUTIES LEVIED IN CONNECTION WITH THE DELIVERY OF ANY SECURITIES TO THE
PURCHASERS.
5.3
ENTIRE AGREEMENT.
THE TRANSACTION DOCUMENTS AND ANY OTHER WRITTEN
AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS DATED OF EVEN DATE HEREWITH,
TOGETHER WITH THE EXHIBITS AND SCHEDULES THERETO, CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT
TO
24
SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH
DOCUMENTS, EXHIBITS AND SCHEDULES.
5.4
NOTICES.
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) THE NEXT TRADING
DAY AFTER DELIVERY, IF