TIMEFRAME SHALL HAVE EXPIRED WITHOUT OBJECTION, (II)
CONFIRMED TO THE COMPANY THAT THE ISSUANCE AND SALE OF THE SECURITIES AS
CONTEMPLATED HEREBY WILL NOT REQUIRE APPROVAL BY THE SHAREHOLDERS OF THE COMPANY
PURSUANT TO THE REQUIREMENTS OF NASDAQ MARKETPLACE RULE 4350(I); AND
(F)
TERMINATION. THIS AGREEMENT SHALL NOT HAVE BEEN TERMINATED AS TO
SUCH PURCHASER IN ACCORDANCE WITH SECTION 6.18 HEREIN.
ARTICLE VI.
MISCELLANEOUS
6.1
FEES AND EXPENSES. AT CLOSING, THE COMPANY SHALL REIMBURSE THE
PLACEMENT AGENT FOR THE REASONABLE FEES AND EXPENSES IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHICH THE COMPANY AGREES SHALL
INCLUDE THE REASONABLE FEES AND EXPENSES OF THE PLACEMENT AGENT COUNSEL (WHICH
FEES SHALL INCLUDE, WITHOUT LIMITATION, THE FEES AND EXPENSES ASSOCIATED WITH
THE NEGOTIATION, PREPARATION AND EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS
THERETO), IN AN AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000) IN THE
AGGREGATE WITHOUT THE COMPANY'S APPROVAL, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD. THE COMPANY AND THE PURCHASERS SHALL EACH PAY THE FEES
AND EXPENSES OF THEIR RESPECTIVE ADVISERS, COUNSEL, ACCOUNTANTS AND OTHER
EXPERTS, IF ANY, AND ALL OTHER EXPENSES INCURRED BY SUCH PARTY IN CONNECTION
WITH 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 SALE AND ISSUANCE OF THE
SECURITIES TO THE PURCHASERS. EACH PARTY ACKNOWLEDGES THAT LOWENSTEIN SANDLER PC
HAS RENDERED LEGAL ADVICE TO THE PLACEMENT AGENT AND NOT TO SUCH PARTY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT SUCH PARTY HAS
RELIED FOR SUCH MATTERS ON THE ADVICE OF ITS OWN RESPECTIVE COUNSEL.
6.2
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,
UNDERSTANDINGS, DISCUSSIONS AND REPRESENTATIONS, 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 AND THE PURCHASERS WILL EXECUTE AND DELIVER TO THE
OTHER SUCH FURTHER DOCUMENTS AS MAY BE REASONABLY REQUESTED IN ORDER TO GIVE
PRACTICAL EFFECT TO THE INTENTION OF THE PARTIES UNDER THE TRANSACTION
DOCUMENTS.
6.3
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 (PROVIDED THE SENDER
RECEIVES
26
A MACHINE-GENERATED CONFIRMATION OF SUCCESSFUL TRANSMISSION) AT THE FACSIMILE
NUMBER SPECIFIED IN THIS SECTION PRIOR TO 5:00 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