210-4908
With a copy to:
James E. Baker, Jr., Esq.
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100
Baltimore, MD 21202
Facsimile:
(410) 230-3801
20
If to the Investor(s):
Cornell Capital Partners, LP
101 Hudson Street -Suite 3700
Jersey City, NJ 07302
Attention:
Mark Angelo
Portfolio Manager
Telephone:
(201) 985-8300
Facsimile:
(201) 985-8266
With a Copy to:
Troy Rillo, Esq.
101 Hudson Street - Suite 3700
Jersey City, NJ 07302
Telephone:
(201) 985-8300
Facsimile:
(201) 985-8266
Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.
ARTICLE XII.
MISCELLANEOUS
SECTION 12.1.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE IDENTICAL COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED
ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE
BEEN SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY.
IN THE EVENT ANY
SIGNATURE PAGE IS DELIVERED BY FACSIMILE TRANSMISSION, THE PARTY USING SUCH
MEANS OF DELIVERY SHALL CAUSE FOUR (4) ADDITIONAL ORIGINAL EXECUTED SIGNATURE
PAGES TO BE PHYSICALLY DELIVERED TO THE OTHER PARTY WITHIN FIVE (5) DAYS OF THE
EXECUTION AND DELIVERY HEREOF, THOUGH FAILURE TO DELIVER SUCH COPIES SHALL NOT
AFFECT THE VALIDITY OF THIS AGREEMENT.
SECTION 12.2.
ENTIRE AGREEMENT; AMENDMENTS.
THIS
AGREEMENT SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE
INVESTOR, THE COMPANY, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH
RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT AND THE INSTRUMENTS
REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT
TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH
HEREIN OR THEREIN, NEITHER THE COMPANY NOR THE INVESTOR MAKES ANY
REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY TO BE CHARGED WITH ENFORCEMENT.
SECTION 12.3.
REPORTING ENTITY FOR THE COMMON
STOCK.
THE REPORTING ENTITY RELIED UPON FOR THE DETERMINATION OF THE TRADING
PRICE OR TRADING VOLUME OF THE COMMON STOCK ON ANY GIVEN TRADING DAY FOR THE
PURPOSES OF THIS AGREEMENT SHALL BE BLOOMBERG, L.P. OR ANY SUCCESSOR THERETO.
THE WRITTEN MUTUAL CONSENT OF THE INVESTOR AND THE COMPANY SHALL BE REQUIRED TO
EMPLOY ANY OTHER REPORTING ENTITY.
SECTION 12.4.
FEES AND EXPENSES.
THE COMPANY HEREBY
AGREES TO PAY THE FOLLOWING FEES:
21
(A)
STRUCTURING FEES.
EACH OF THE PARTIES
SHALL PAY ITS OWN FEES AND EXPENSES (INCLUDING THE FEES OF ANY ATTORNEYS,
ACCOUNTANTS, APPRAISERS OR OTHERS ENGAGED BY SUCH PARTY) IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT THAT THE COMPANY WILL
PAY A STRUCTURING FEE OF FIFTEEN THOUSAND DOLLARS ($15,000) TO YORKVILLE
ADVISORS MANAGEMENT, LLC, WHICH SHALL BE PAID ON THE DATE HEREOF.
SUBSEQUENTLY
ON EACH ADVANCE DATE, THE COMPANY WILL PAY YORKVILLE ADVISORS MANAGEMENT, LLC A
STRUCTURING FEE OF FIVE HUNDRED DOLLARS ($500) DIRECTLY OUT THE PROCEEDS OF ANY
ADVANCES HEREUNDER.
(B)
DUE DILIGENCE FEE.