THE
COMPANY AFTER CONSULTATION WITH THE UNDERWRITER(S) RECOMMENDS THE INCLUSION OF
FEWER REGISTRABLE SECURITIES, OR (Y) NONE OF THE REGISTRABLE SECURITIES OF THE
PURCHASERS SHALL BE INCLUDED IN SUCH REGISTRATION STATEMENT, IF THE COMPANY
AFTER CONSULTATION WITH THE UNDERWRITER(S) RECOMMENDS THE INCLUSION OF NONE OF
SUCH REGISTRABLE SECURITIES; PROVIDED, HOWEVER, THAT IF SECURITIES ARE BEING
OFFERED FOR THE ACCOUNT OF OTHER PERSONS OR ENTITIES AS WELL AS THE COMPANY,
SUCH REDUCTION OF THE REGISTRABLE SECURITIES OF THE PURCHASERS SHALL BE PRO RATA
WITH THE REDUCTION OF THE SECURITIES OF SUCH OTHER PERSONS OR ENTITIES (OTHER
THAN THE COMPANY).
31
ARTICLE VII
MISCELLANEOUS
7.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY THE COMPANY OR
ANY PURCHASER, BY WRITTEN NOTICE TO THE OTHER PARTIES, IF THE CLOSING HAS NOT
BEEN CONSUMMATED BY THE THIRD TRADING DAY FOLLOWING THE DATE OF THIS AGREEMENT;
PROVIDED THAT NO SUCH TERMINATION WILL AFFECT THE RIGHT OF ANY PARTY TO SUE FOR
ANY BREACH BY THE OTHER PARTY (OR PARTIES).
7.2
FEES AND EXPENSES.
AT THE CLOSING, THE COMPANY SHALL PAY TO
HEIMDALL INVESTMENTS LTD. AN AGGREGATE OF $20,000 FOR THEIR LEGAL FEES AND
EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION AND NEGOTIATION OF THE
TRANSACTION DOCUMENTS.
IN LIEU OF THE FOREGOING PAYMENT, HEIMDALL INVESTMENTS
LTD. MAY RETAIN SUCH AMOUNT AT THE CLOSING.
EXCEPT AS EXPRESSLY SET FORTH 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 PAY ALL TRANSFER AGENT FEES, STAMP TAXES AND OTHER TAXES AND DUTIES LEVIED
IN CONNECTION WITH THE ISSUANCE OF THE SECURITIES.
7.3
ENTIRE AGREEMENT.
THE TRANSACTION DOCUMENTS, 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 SUCH MATTERS, WHICH THE PARTIES
ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH DOCUMENTS, EXHIBITS AND SCHEDULES.
7.4
FURTHER ASSURANCES.
EACH PARTY AGREES TO COOPERATE FULLY WITH THE
OTHER PARTIES AND TO EXECUTE SUCH FURTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS
AND TO GIVE SUCH FURTHER WRITTEN ASSURANCES AS MAY BE REASONABLY REQUESTED BY
ANY OTHER PARTY TO BETTER EVIDENCE AND REFLECT THE TRANSACTIONS DESCRIBED HEREIN
AND CONTEMPLATED HEREBY AND TO CARRY INTO EFFECT THE INTENTS AND PURPOSES OF
THIS AGREEMENT, AND FURTHER AGREES TO TAKE PROMPTLY, OR CAUSE TO BE TAKEN, ALL
ACTIONS, AND TO DO PROMPTLY, OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER
OR ADVISABLE UNDER APPLICABLE LAW TO CONSUMMATE AND MAKE EFFECTIVE THE
TRANSACTIONS CONTEMPLATED HEREBY, TO OBTAIN ALL NECESSARY WAIVERS, CONSENTS AND
APPROVALS, TO EFFECT ALL NECESSARY REGISTRATIONS AND FILINGS, AND TO REMOVE ANY
INJUNCTIONS OR OTHER IMPEDIMENTS OR DELAYS, LEGAL OR OTHERWISE, IN ORDER TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
FOR THE PURPOSE OF SECURING TO THE PARTIES HERETO THE BENEFITS