NOTARIZATION) OF ANY NOTICE OF EXERCISE FORM BE
REQUIRED IN ORDER TO EXERCISE THE WARRANTS.
THE COMPANY SHALL HONOR EXERCISES
OF THE WARRANTS AND SHALL DELIVER WARRANT SHARES IN ACCORDANCE WITH THE TERMS,
CONDITIONS AND TIME PERIODS SET FORTH IN THE TRANSACTION DOCUMENTS.
4.16
FORM D; BLUE SKY FILINGS.
THE COMPANY AGREES TO TIMELY FILE A
FORM D WITH RESPECT TO THE WARRANT AND WARRANT SHARES AS REQUIRED UNDER
REGULATION D AND TO PROVIDE A COPY THEREOF, PROMPTLY UPON REQUEST OF ANY
PURCHASER. THE COMPANY SHALL TAKE SUCH ACTION AS THE COMPANY SHALL REASONABLY
DETERMINE IS NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR, OR TO QUALIFY THE
WARRANT AND WARRANT SHARES 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.
4.17
REGISTRATION STATEMENT.
AS SOON AS PRACTICABLE (AND IN ANY EVENT
WITHIN 45 CALENDAR DAYS OF THE DATE OF THIS AGREEMENT), THE COMPANY SHALL FILE A
REGISTRATION STATEMENT ON FORM S-1 (OR OTHER APPROPRIATE FORM IF THE COMPANY IS
NOT THEN S-1 ELIGIBLE) PROVIDING FOR THE RESALE BY THE PURCHASERS OF THE WARRANT
SHARES ISSUED AND ISSUABLE UPON EXERCISE OF THE WARRANTS.
THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION TO BECOME EFFECTIVE
WITHIN 90 DAYS FOLLOWING THE CLOSING DATE AND TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE AT ALL TIMES UNTIL NO PURCHASER OWNS ANY WARRANTS OR WARRANT
SHARES ISSUABLE UPON EXERCISE THEREOF.
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ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY ANY
PURCHASER, AS TO SUCH PURCHASER'S OBLIGATIONS HEREUNDER ONLY AND WITHOUT ANY
EFFECT WHATSOEVER ON THE OBLIGATIONS BETWEEN THE COMPANY AND THE OTHER
PURCHASERS, BY WRITTEN NOTICE TO THE OTHER PARTIES, IF THE CLOSING HAS NOT BEEN
CONSUMMATED ON OR BEFORE THE FIFTH (5TH) TRADING DAY FOLLOWING THE DATE HEREOF;
PROVIDED, HOWEVER, THAT NO SUCH TERMINATION WILL AFFECT THE RIGHT OF ANY PARTY
TO SUE FOR ANY BREACH BY ANY OTHER PARTY (OR PARTIES).
5.2
FEES AND EXPENSES.
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 (INCLUDING, WITHOUT LIMITATION, ANY FEES
REQUIRED FOR SAME-DAY PROCESSING OF ANY INSTRUCTION LETTER DELIVERED BY THE
COMPANY AND ANY EXERCISE NOTICE DELIVERED BY A PURCHASER), 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, TOGETHER WITH THE
EXHIBITS AND SCHEDULES THERETO, THE PROSPECTUS AND THE PROSPECTUS SUPPLEMENT,
CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE
HAVE