Common use of BACKGROUND AND INTRODUCTION Clause in Contracts

BACKGROUND AND INTRODUCTION. The Company proposes to issue certain subordinated convertible debentures (the "Series A Debentures"). The Series A Debentures, and the terms and conditions relevant thereto, shall be as more fully described and set forth in Exhibit A, attached hereto and made a part hereof, or with such changes thereto as shall be agreed upon by the Placement Agent and the Company. The Company may also wish to issue, within six months of the date hereof, a second series of subordinated convertible debentures (the "Series B Debentures"). Except as otherwise specifically stated herein, this Series A Debenture Placement Agreement relates only to the Series A Debentures. The Company and the Placement Agent agree that, if the Company should elect to issue the Series B Debentures, the Placement Agent will act as placement agent in respect thereof, and the Company and the Placement Agent will, with respect to such issuance and placement, enter into a Series B Debenture Placement Agreement, which shall be substantially in the form of this Series A Debenture Agreement. Provided, however, that the due diligence fee referred to in Paragraph 9(b) hereof shall constitute payment of the Placement Agent's due diligence expenses for both of the Series A Debentures and the Series B Debentures, and no additional due diligence fee shall be payable with respect to the Series B Debentures.