INSTRUMENT, CONTRACT OR OBLIGATION OF
THE COMPANY. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT RESULT IN THE
CREATION OR IMPOSITION OF ANY MATERIAL LIEN, CLAIM, CHARGE, RESTRICTION, EQUITY
OR ENCUMBRANCE OF ANY KIND UPON OR GIVE ANY PERSON ANY INTEREST OR RIGHT IN OR
WITH RESPECT TO ANY OF THE PROPERTIES, ASSETS, BUSINESS OR CONTRACTS OF THE
COMPANY OR TO ANY OF THE STOCK.
E.
STATUS OF THE STOCK.
THE STOCK UPON ISSUANCE AND THE STOCK
ISSUABLE UPON EXERCISE OF THE WARRANTS WILL (I) BE FREE AND CLEAR OF ANY
SECURITY INTERESTS, LIENS, CLAIMS OR OTHER ENCUMBRANCES, SUBJECT TO RESTRICTIONS
UPON TRANSFER UNDER THE ACT AND STATE LAWS; (II) DULY AND VALIDLY ISSUED AND BE
FULLY PAID AND NON-ASSESSABLE; (III) NOT HAVE BEEN ISSUED OR SOLD IN VIOLATION
OF ANY PREEMPTIVE OR OTHER SIMILAR RIGHTS OF THE HOLDERS OF ANY SECURITIES OF
THE COMPANY; AND (IV) BE NOT SUBJECT THE SUBSCRIBER TO PERSONAL LIABILITY BY
REASON OF BEING A SHAREHOLDER OF THE COMPANY.
4
F.
NO GENERAL SOLICITATION.
NEITHER THE COMPANY NOR TO ITS
KNOWLEDGE, ANY PERSON ACTING ON ITS BEHALF, HAS ENGAGED IN ANY FORM OF GENERAL
SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF REGULATION D UNDER
THE ACT) IN CONNECTION WITH THE OFFER OR SALE OF THE STOCK.
6.
COVENANTS OF THE COMPANY.
THE COMPANY AGREES TO REISSUE
CERTIFICATES REPRESENTING THE STOCK WITHOUT THE LEGEND SET FORTH IN SECTION 4 AT
SUCH TIME AS (A) THE HOLDER THEREOF IS PERMITTED TO AND DISPOSES OF THE STOCK
PURSUANT TO RULE 144(D) OR RULE 144(K) UNDER THE ACT IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, OR (B) UPON RESALE SUBJECT TO AN
EFFECTIVE REGISTRATION STATEMENT AFTER THE STOCK ARE REGISTERED UNDER THE ACT.
THE COMPANY AGREES TO COOPERATE WITH THE SUBSCRIBER IN CONNECTION WITH ALL
RESALES PURSUANT TO RULE 144(D) AND RULE 144(K) AND PROVIDE LEGAL OPINIONS
NECESSARY TO ALLOW SUCH RESALES, SO LONG AS THE COMPANY AND ITS COUNSEL RECEIVE
ALL REASONABLY REQUESTED WRITTEN REPRESENTATIONS FROM THE SUBSCRIBER AND SELLING
BROKER, IF ANY.
7.
MISCELLANEOUS.
A.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
THE
PARTIES AGREE THAT THE AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF EACH PARTY
WILL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT AFTER THE EXECUTION OF THIS
AGREEMENT THROUGH THE CLOSING DATE AND AFTER THE CLOSING DATE AND PAYMENT FOR
AND DELIVERY OF THE STOCK. EACH PARTY AGREES TO INDEMNIFY AND HOLD HARMLESS THE
OTHER PARTY FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR LIABILITY DUE TO, OR
ARISING OUT OF, A BREACH OF ANY AGREEMENT, REPRESENTATION OR WARRANTY OF THIS
AGREEMENT BY SUCH PARTY.
B.
NO ASSIGNMENT; BINDING EFFECT.
NEITHER THIS AGREEMENT, NOR ANY
INTEREST HEREIN, IS ASSIGNABLE BY EITHER PARTY WITHOUT PRIOR WRITTEN CONSENT OF
THE OTHER.
THE PROVISIONS OF THIS AGREEMENT ARE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
C.
CHOICE OF LAW.
THIS AGREEMENT WILL