FURTHER ACTION AS ANY HOLDER MAY REASONABLY REQUEST, ALL TO
THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDER TO SELL REGISTRABLE
SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
7.6
DISPOSITIONS.
THE PURCHASER AGREES THAT IT WILL COMPLY WITH THE
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS APPLICABLE TO IT IN
CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT AND SHALL SELL ITS REGISTRABLE SECURITIES IN ACCORDANCE WITH THE PLAN
OF DISTRIBUTION SET FORTH IN THE PROSPECTUS.
THE PURCHASER FURTHER AGREES THAT,
UPON RECEIPT OF A NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OF THE
KIND DESCRIBED IN SECTIONS 7.2(B)(IV), (V), (VI) OR (VII), THE PURCHASER WILL
DISCONTINUE DISPOSITION OF SUCH REGISTRABLE SECURITIES UNDER THE REGISTRATION
STATEMENT UNTIL THE PURCHASER IS ADVISED IN WRITING BY THE COMPANY THAT THE USE
OF THE PROSPECTUS, OR AMENDED PROSPECTUS, AS APPLICABLE, MAY BE USED.
THE
COMPANY MAY PROVIDE APPROPRIATE STOP ORDERS TO ENFORCE THE PROVISIONS OF THIS
PARAGRAPH.
8.
TERMINATION; LIABILITIES CONSEQUENT THEREON.
THIS AGREEMENT MAY BE
TERMINATED AND THE TRANSACTIONS CONTEMPLATED HEREUNDER ABANDONED AT ANY TIME
PRIOR TO THE SECOND CLOSING BY MUTUAL AGREEMENT OF THE COMPANY AND THE
PURCHASER.
ANY TERMINATION PURSUANT TO THIS SECTION 8 SHALL BE WITHOUT
LIABILITY ON THE PART OF ANY PARTY, UNLESS SUCH TERMINATION IS THE RESULT OF A
MATERIAL BREACH OF THIS AGREEMENT BY A PARTY TO THIS AGREEMENT IN WHICH CASE
SUCH BREACHING PARTY SHALL REMAIN LIABLE FOR SUCH BREACH NOTWITHSTANDING ANY
TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IF AT THE TIME OF
TERMINATION BOTH THE SECOND CLOSING SHARES REMAIN UNISSUED AND THE MAKE-WHOLE
HSR CASH PAYMENT REMAINS UNPAID, THEN THE COMPANY SHALL PAY THE MAKE-WHOLE HSR
CASH PAYMENT TO THE INVESTOR ON THE FIRST BUSINESS DAY IMMEDIATELY FOLLOWING THE
TERMINATION.
9.
MISCELLANEOUS PROVISIONS.
9.1
PUBLIC STATEMENTS OR RELEASES.
NONE OF THE PARTIES TO THIS AGREEMENT
SHALL MAKE, ISSUE, OR RELEASE ANY ANNOUNCEMENT, WHETHER TO THE PUBLIC GENERALLY,
OR TO ANY OF ITS SUPPLIERS OR CUSTOMERS, WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS PROVIDED FOR HEREIN, OR MAKE ANY STATEMENT OR ACKNOWLEDGMENT OF THE
EXISTENCE OF, OR REVEAL THE STATUS OF, THIS AGREEMENT OR THE TRANSACTIONS
PROVIDED FOR HEREIN, WITHOUT THE PRIOR CONSENT OF THE OTHER PARTIES, WHICH SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED, PROVIDED, THAT NOTHING IN THIS
SECTION 9.1 SHALL PREVENT ANY OF THE PARTIES HERETO FROM MAKING SUCH PUBLIC
ANNOUNCEMENTS AS IT MAY CONSIDER NECESSARY IN ORDER TO SATISFY ITS LEGAL
OBLIGATIONS, BUT TO THE EXTENT NOT INCONSISTENT WITH SUCH OBLIGATIONS, IT SHALL
PROVIDE THE OTHER PARTIES WITH AN OPPORTUNITY TO REVIEW AND COMMENT ON ANY
PROPOSED PUBLIC ANNOUNCEMENT BEFORE IT IS MADE.
9.2
FURTHER ASSURANCES.
EACH PARTY AGREES TO COOPERATE FULLY WITH THE OTHER
PARTY AND TO EXECUTE SUCH FURTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS AND TO
GIVE SUCH FURTHER WRITTEN ASSURANCES, AS MAY BE REASONABLY REQUESTED BY THE
OTHER PARTY TO BETTER EVIDENCE AND REFLECT THE TRANSACTIONS DESCRIBED HEREIN AND
CONTEMPLATED HEREBY, AND TO CARRY INTO EFFECT THE