Common use of Binding Effect of this Agreement Clause in Contracts

Binding Effect of this Agreement. (a) The Investor acknowledges Oxxxxxxxxxx & Co. Inc. is acting as senior placement agent (“Oxxxxxxxxxx) and Rxxx Capital Partners, LLC is acting as co-placement agent (together with Oxxxxxxxxxx, 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 Oxxxxxxxxxx & Co. Inc. is acting as senior placement agent (“Oxxxxxxxxxx) and Rxxx Capital Partnersagrees that this Agreement shall be binding upon the Investor upon the submission to the Company or JMP Securities, LLC is acting as co-placement agent (together with Oxxxxxxxxxx, the “Placement AgentsAgent”) of the Investor’s signed counterpart signature page to this Agreement (the “Subscription”); provided that, in connection with the Offering. In the event the Closing Date (as defined below) shall not have occurred on or prior to July 17May 10, 2007 2005 (such date subject to extension by up to 15 days by mutual written agreement of the Company and the Placement Agent and written notice thereof to the Escrow Agent) (the “Termination Date”) ), this Agreement may shall be terminated by any non-breaching party and be of no force and effect. Until The Company, in its sole discretion, may terminate the Termination DateOffering at any time prior to the Closing Date without penalty. The execution of this Agreement by the Investor or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any Subscription, no party in part or in full, or complete the Offering. The Investor hereby acknowledges and agrees that the Subscription hereunder is irrevocable by the Investor, and that, except as required by law, the Investor is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Investor hereunder and that if the Investor is an individual this Agreement shall survive the death or disability of the Investor and shall be binding upon and inure to the benefit of the parties and their respective agreements hereunderheirs, executors, administrators, successors, legal representatives and permitted assigns. Notwithstanding The Investor also agrees that each of the Company and the Placement Agent may reduce such Investor’s Subscription with respect to the number of Units to be purchased without any prior notice or further consent of the Investor. If such terminationa reduction occurs, the Company shall remain obligated part of the Subscription Amount attributable to reimburse the Investor for the expenses in accordance with Section 6.12 below. Nothing contained in this Section 1.4 reduction shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement promptly returned, without interest, offset or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreementdeduction. (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 Oxxxxxxxxxx Xxxxxxxxxxx & Co. Inc. is acting as senior placement agent (“OxxxxxxxxxxXxxxxxxxxxx) and Rxxx Xxxx Capital Partners, LLC is acting as co-placement agent (together with OxxxxxxxxxxXxxxxxxxxxx, 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).