AGENT WITHIN 15 DAYS OF THE FINAL CLOSING DATE.
4
(D)
FILE THE PROSPECTUS SUPPLEMENT WITH THE SEC
PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT WITHIN THE APPLICABLE TIME
PERIOD PRESCRIBED FOR SUCH FILING.
(E)
ASSIST THE SELLING AGENT WITH PROVIDING ANY
INFORMATION TO, OR DOCUMENTS REQUIRED BY, FINRA PURSUANT TO FINRA RULE 2710 AND
MAKE ANY CHANGES OR MODIFICATIONS OR FILE WITH THE SEC A NEW PROSPECTUS
SUPPLEMENT IF SO REQUESTED BY FINRA.
(F)
THE COMPANY WILL COMPLY WITH ALL THE
UNDERTAKINGS CONTAINED IN THE REGISTRATION STATEMENT.
(G)
THE COMPANY WILL NOT MAKES ANY OFFER
RELATING TO THE OFFERED SECURITIES THAT WOULD CONSTITUTE AN "ISSUER FREE WRITING
PROSPECTUS" (WITHIN THE MEANING OF THE RULES AND REGULATIONS OF THE SEC) WITHOUT
THE PRIOR WRITTEN CONSENT OF THE SELLING AGENT.
(H)
THE COMPANY WILL NOT AT ANY TIME, DIRECTLY
OR INDIRECTLY, TAKE ANY ACTION INTENDED, OR WHICH MIGHT REASONABLY BE EXPECTED,
TO CAUSE OR RESULT IN, OR WHICH WILL CONSTITUTE, STABILIZATION OF THE PRICE OF
SECURITIES TO FACILITATE THE SALE OR RESALE OF ANY OF THE OFFERED SHARES.
8.
CONDITIONS OF CLOSING.
The obligations of the Selling Agent pursuant to this Agreement shall be
subject, in its discretion, to the continuing accuracy of the representations
and warranties of the Company contained herein and in each certificate and
document contemplated under this Agreement to be delivered to the Selling Agent,
as of the date hereof and as of the Closing Date, with respect to the
performance by the Company of its obligations hereunder, and to the following
conditions:
(A)
AT THE CLOSING, THE SELLING AGENT, THE
INVESTORS AND THE COMPANY SHALL HAVE EXECUTED DOCUMENTS IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THEM.
(B)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE
ISSUANCE, SALE, AND DELIVERY OF THE SECURITIES SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO FMSC, THE PROSPECTIVE INVESTORS AND THE COMPANY.
(C)
AT THE CLOSING DATE, THERE SHALL BE
FURNISHED TO THE SELLING AGENT A CERTIFICATE, DATED THE DATE OF ITS DELIVERY,
SIGNED BY EITHER OF THE CHIEF EXECUTIVE OFFICER OR THE CHIEF FINANCIAL OFFICER
OF THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE SELLING AGENT TO THE
EFFECT THAT EACH SIGNER HAS CAREFULLY EXAMINED THE REGISTRATION STATEMENT AND
THE PROSPECTUS SUPPLEMENT, AND THAT TO EACH OF SUCH PERSON'S KNOWLEDGE:
(A)
As of the date of such certificate, (x) the Registration Statement
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading and (y) the Prospectus Supplement does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (B) no event has occurred as a result of which it is necessary to
amend or supplement the Prospectus Supplement in order to make