OR CONVERSION OF ANY CONVERTIBLE
SECURITIES, OPTIONS OR WARRANTS ISSUED AND OUTSTANDING ON THE DATE OF THIS
AGREEMENT, PROVIDED THAT SUCH SECURITIES HAVE NOT BEEN AMENDED SINCE THE DATE OF
THIS AGREEMENT, (C) SECURITIES IN CONNECTION WITH ACQUISITIONS OR STRATEGIC
INVESTMENTS (INCLUDING, WITHOUT LIMITATION, ANY LICENSING OR DISTRIBUTION
ARRANGEMENTS), THE PRIMARY PURPOSE OF WHICH IS NOT TO RAISE CAPITAL (EXCEPT AS
IN (E) BELOW), (D) SECURITIES TO FINANCIAL INSTITUTIONS OR LESSORS IN CONNECTION
WITH COMMERCIAL CREDIT ARRANGEMENTS, EQUIPMENT FINANCINGS OR SIMILAR
TRANSACTIONS, WHERE THE PRINCIPAL CONSIDERATION FOR SUCH TRANSACTION IS NOT THE
ISSUANCE OF SUCH SECURITIES OR (E) ANY WARRANTS ISSUED TO JP CAREY SECURITIES
INC. AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF.
IV.13
EQUAL TREATMENT OF PURCHASERS.
NO CONSIDERATION SHALL
BE OFFERED OR PAID TO ANY PERSON TO AMEND OR CONSENT TO A WAIVER OR MODIFICATION
OF ANY PROVISION OF ANY OF THE TRANSACTION DOCUMENTS UNLESS THE SAME
CONSIDERATION IS ALSO OFFERED TO ALL OF THE PARTIES TO THE TRANSACTION
DOCUMENTS. FOR CLARIFICATION PURPOSES, THIS PROVISION CONSTITUTES A SEPARATE
RIGHT GRANTED TO EACH PURCHASER BY THE COMPANY AND NEGOTIATED SEPARATELY BY EACH
PURCHASER, AND IS INTENDED TO TREAT FOR THE COMPANY THE PURCHASERS AS A CLASS
AND SHALL NOT IN ANY WAY BE CONSTRUED AS THE PURCHASERS ACTING IN CONCERT OR AS
A GROUP WITH RESPECT TO THE PURCHASE, DISPOSITION OR VOTING OF SECURITIES OR
OTHERWISE.
ARTICLE V
MISCELLANEOUS
V.1
FEES AND EXPENSES.
THE COMPANY AGREES TO PAY
$20,000 TO J.P. CAREY SECURITIES, INC. FOR ITS LEGAL FEES AND EXPENSES INCURRED
IN CONNECTION WITH THE INVESTIGATION AND NEGOTIATION OF THE TRANSACTION AND THE
PREPARATION AND NEGOTIATION OF THE TRANSACTION DOCUMENTS.
EXCEPT AS OTHERWISE
SET FORTH IN THIS AGREEMENT, 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 STAMP AND
OTHER TAXES AND DUTIES LEVIED IN CONNECTION WITH THE SALE OF THE SECURITIES.
V.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.
V.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 SET FORTH ON THE SIGNATURE PAGES ATTACHED
HERETO
22
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 SET FORTH ON THE SIGNATURE PAGES ATTACHED
HERETO ON