Common use of Binding Effect of this Agreement Clause in Contracts

Binding Effect of this Agreement. (a) The Investor acknowledges O▇▇▇▇▇▇▇▇▇▇ & Co. Inc. is acting as senior placement agent (“O▇▇▇▇▇▇▇▇▇▇) and R▇▇▇ Capital Partners, LLC is acting as co-placement agent (together with O▇▇▇▇▇▇▇▇▇▇, the “Placement Agents”) in connection with the Offering. In the event the Closing shall not have occurred on or prior to July 17, 2007 (the “Termination Date”) this Agreement may be terminated by any non-breaching party and be of no force and effect. Until the Termination Date, no party is entitled to cancel, terminate or revoke this Agreement or any of their respective agreements hereunder. Notwithstanding any such termination, the Company shall remain obligated to reimburse the Investor for the expenses in accordance with Section 6.12 below. Nothing contained in this Section 1.4 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement. (b) The Investor and its direct and indirect transferees of the Securities (as defined herein) will be entitled to the benefits of the Registration Rights Agreement, in the form of Exhibit C hereto, to be dated as of the Closing Date among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company shall agree, among other things, to file a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act covering the resale, by the holders thereof, of all the shares of Common Stock purchased from the Selling Stockholder and all the Common Shares (as defined herein) and Warrant Shares (as defined herein).

Binding Effect of this Agreement. (a) The Investor acknowledges O▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. is acting as senior placement agent (“O▇▇▇▇▇▇▇▇▇▇▇) and R▇▇▇▇ Capital Partners, LLC is acting as co-placement agent (together with O▇▇▇▇▇▇▇▇▇▇▇, the “Placement Agents”) in connection with the Offering. In the event the Closing shall not have occurred on or prior to July 17, 2007 (the “Termination Date”) this Agreement may be terminated by any non-breaching party and be of no force and effect. Until the Termination Date, no party is entitled to cancel, terminate or revoke this Agreement or any of their respective agreements hereunder. Notwithstanding any such termination, the Company shall remain obligated to reimburse the Investor for the expenses in accordance with Section 6.12 below. Nothing contained in this Section 1.4 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement. (b) The Investor and its direct and indirect transferees of the Securities (as defined herein) will be entitled to the benefits of the Registration Rights Agreement, in the form of Exhibit C hereto, to be dated as of the Closing Date among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company shall agree, among other things, to file a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act covering the resale, by the holders thereof, of all the shares of Common Stock purchased from the Selling Stockholder and all the Common Shares (as defined herein) and Warrant Shares (as defined herein).