UP TO 500,000 ADDITIONAL
WARRANTS ON THE IDENTICAL TERMS AS SET FORTH IN THIS AGREEMENT.
ANY PURCHASER
DESIRING TO PURCHASE ANY ADDITIONAL SHARES AND WARRANTS SHALL DIRECT ITSELF TO
THE COMPANY'S EXCLUSIVE AGENT FOR SUCH PURPOSE, RODMAN & RENSHAW, INC., WHICH
SHALL ALLOCATE
16
SUCH ADDITIONAL SHARES SOLELY ON A FIRST-COME, FIRST-SERVED BASIS. NO PURCHASER
SHALL BE DEEMED TO HAVE ANY PRE-EMPTIVE OR PRO-RATA RIGHT TO PURCHASE ANY OF
SUCH ADDITIONAL SHARES AND WARRANTS.
SUCH SALES SHALL BE ON THE TERMS AND
CONDITIONS OF AND BE DEEMED, EXCEPT FOR THE CLOSING DATE, PART OF THIS
OFFERING.
SUCH ADDITIONAL CLOSINGS SHALL BE EVIDENCED BY THE ADDITIONAL
INVESTORS SIGNING SIGNATURE PAGES TO THE TRANSACTION DOCUMENTS.
SUCH ADDITIONAL
INVESTORS SHALL BE DEEMED PURCHASERS UNDER THIS AGREEMENT AND ALL OTHER
TRANSACTION DOCUMENTS.
THE COMPANY SHALL NOTIFY ALL EXISTING PURCHASERS OF ANY
SUCH ADDITIONAL INVESTMENTS AND PROVIDE AN UPDATED OPINION LETTER COVERING SUCH
ADDITIONAL INVESTMENTS.
ARTICLE V
MISCELLANEOUS
5.1.
FEES AND EXPENSES.
UNLESS OTHERWISE AGREED,
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 ANY SECURITIES.
5.2.
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.
5.3.
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 MAILING, IF SENT BY U.S. NATIONALLY RECOGNIZED
OVERNIGHT COURIER SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH
NOTICE IS REQUIRED TO BE GIVEN.
THE ADDRESSES FOR SUCH NOTICES AND
COMMUNICATIONS ARE THOSE SET FORTH ON THE SIGNATURE PAGES HEREOF, OR SUCH OTHER
ADDRESS AS MAY BE DESIGNATED IN WRITING HEREAFTER, IN THE