SO THAT THE COMPANY MAY SEEK TO OBJECT TO
SUCH SUBPOENA OR ORDER, OR TO MAKE SUCH DISCLOSURE SUBJECT TO A PROTECTIVE ORDER
OR CONFIDENTIALITY AGREEMENT).
(N)
EACH HOLDER HEREBY ACKNOWLEDGES THE RESTRICTIONS ON THE TRANSFER
OF THE ACQUISITION SHARES AS SET FORTH IN THE ACQUISITION AGREEMENT, AND THE
NOTES AND THE UNDERLYING SHARES OF COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE AS SET FORTH IN THE CONVERTIBLE NOTE AGREEMENT, AND EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NOTHING HEREIN SHALL BE DEEMED TO PERMIT ANY
ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF REGISTRABLE SECURITIES IN VIOLATION
OF THE TERMS OF THE ACQUISITION AGREEMENT OR THE CONVERTIBLE NOTE AGREEMENT, AS
APPLICABLE.
5.
REGISTRATION EXPENSES.
ALL FEES AND EXPENSES INCIDENT TO THE
COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT
(EXCLUDING ANY UNDERWRITING DISCOUNTS AND SELLING COMMISSIONS, BUT INCLUDING ALL
LEGAL FEES AND EXPENSES OF ONE LEGAL COUNSEL TO THE HOLDERS) SHALL BE BORNE BY
THE COMPANY WHETHER OR NOT ANY REGISTRABLE SECURITIES ARE SOLD PURSUANT TO A
REGISTRATION STATEMENT.
THE FEES AND EXPENSES REFERRED TO IN THE FOREGOING
SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL REGISTRATION AND FILING FEES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES (A) WITH RESPECT TO FILINGS
REQUIRED TO BE MADE WITH THE TRADING MARKET, AND (B) IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS), (II) PRINTING EXPENSES
(INCLUDING, WITHOUT LIMITATION, EXPENSES OF PRINTING CERTIFICATES FOR
REGISTRABLE SECURITIES AND OF PRINTING PROSPECTUSES IF THE PRINTING OF
PROSPECTUSES IS REASONABLY REQUESTED BY THE HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT), (III) MESSENGER,
TELEPHONE AND DELIVERY EXPENSES, (IV) FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, (V) SECURITIES ACT LIABILITY INSURANCE, IF THE COMPANY SO DESIRES SUCH
INSURANCE, AND (VI) FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED BY THE
COMPANY IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
IN ADDITION, THE COMPANY SHALL BE RESPONSIBLE FOR ALL OF ITS
INTERNAL EXPENSES INCURRED IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL
SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING LEGAL OR
ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT AND THE FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE LISTING OF THE REGISTRABLE SECURITIES ON ANY
SECURITIES EXCHANGE AS REQUIRED HEREUNDER.
FOR THE AVOIDANCE OF DOUBT, EACH
HOLDER SHALL PAY ALL UNDERWRITING AND PLACEMENT DISCOUNTS AND COMMISSIONS,
AGENCY AND PLACEMENT FEES, BROKERS' COMMISSIONS AND TRANSFER TAXES, IF ANY,
RELATING TO THE SALE OR DISPOSITION OF SUCH HOLDER'S REGISTRABLE SECURITIES.
IN
ADDITION TO THE FOREGOING, THE COMPANY SHALL PAY THE REASONABLE LEGAL FEES AND
EXPENSES OF THE SINGLE COUNSEL TO THE HOLDERS IN CONNECTION WITH THE
REGISTRATION STATEMENT (NOT TO EXCEED $50,000 IN THE AGGREGATE); PROVIDED,
13
however, if the Holders reasonably determine that local counsel is required in
connection with the Registration Statement, then the Company shall be obligated
to pay such reasonable legal fees and expense as well (not to exceed $15,000 in
the aggregate).