AS APPLICABLE, BE INCLUDED IN SUCH
REGISTRATION BASED UPON THE NUMBER OF REGISTRABLE SHARES OR OTHER SHARES, AS
APPLICABLE, THAT EACH SUCH HOLDER OF REGISTRABLE SHARES OR OTHER SHARES HAS
REQUESTED TO BE REGISTERED.
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 BUSINESS
25
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
VERTICAL VENTURES, LLC AN AGGREGATE OF $30,000 FOR THEIR LEGAL FEES AND EXPENSES
INCURRED IN CONNECTION WITH ITS DUE DILIGENCE AND THE PREPARATION AND
NEGOTIATION OF THE TRANSACTION DOCUMENTS, OF WHICH AMOUNT $10,000 HAS BEEN
PREVIOUSLY PAID BY THE COMPANY TO THE PURCHASER COUNSEL.
IN LIEU OF THE
FOREGOING PAYMENT, VERTICAL VENTURES, LLC 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.
AT OR AFTER THE CLOSING, AND WITHOUT FURTHER CONSIDERATION, THE
COMPANY WILL EXECUTE AND DELIVER TO THE PURCHASERS SUCH FURTHER DOCUMENTS AS MAY
BE REASONABLY REQUESTED IN ORDER TO GIVE PRACTICAL EFFECT TO THE INTENTION OF
THE PARTIES UNDER THE TRANSACTION DOCUMENTS.
7.4
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 DATE OF
TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA FACSIMILE AT THE
FACSIMILE NUMBER SPECIFIED IN THIS SECTION PRIOR TO 6:30 P.M. (NEW YORK CITY
TIME) ON A TRADING DAY, (B) THE NEXT TRADING DAY AFTER THE DATE OF TRANSMISSION,
IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA FACSIMILE AT THE FACSIMILE
NUMBER SPECIFIED IN THIS SECTION ON A DAY THAT IS NOT A TRADING DAY OR LATER
THAN 6:30 P.M. (NEW YORK CITY TIME) ON ANY TRADING DAY, (C) THE TRADING DAY
FOLLOWING THE DATE OF DEPOSIT WITH A NATIONALLY RECOGNIZED OVERNIGHT COURIER
SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH NOTICE IS REQUIRED
TO BE GIVEN.
THE ADDRESSES AND FACSIMILE NUMBERS FOR SUCH NOTICES