INDEMNITY AND CONTRIBUTION AGREEMENTS
CONTAINED IN THIS SECTION 7 ARE IN ADDITION TO ANY LIABILITY THAT ANY
INDEMNIFYING PARTY MAY HAVE TO ANY INDEMNIFIED PARTY.
10
8.
REPORTS UNDER THE EXCHANGE ACT.
WITH A
VIEW TO MAKING AVAILABLE TO THE INVESTORS THE BENEFITS OF RULE 144 AND ANY OTHER
RULE OR REGULATION OF THE SEC THAT MAY AT ANY TIME PERMIT THE INVESTORS TO SELL
THE REGISTRABLE SHARES TO THE PUBLIC WITHOUT REGISTRATION, THE COMPANY AGREES TO
USE ITS BEST EFFORTS TO: (I) MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS
THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144, (II) FILE WITH THE SEC IN A
TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY AN ISSUER
OF SECURITIES REGISTERED UNDER THE SECURITIES ACT OR THE EXCHANGE ACT; (III) AS
LONG AS ANY INVESTOR OWNS ANY SHARES OR WARRANT SHARES, TO FURNISH IN WRITING
UPON AN INVESTOR'S REQUEST IN WRITING TO THE COMPANY A WRITTEN STATEMENT BY THE
COMPANY THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144 AND OF
THE SECURITIES ACT AND THE EXCHANGE ACT, AND TO FURNISH TO SUCH INVESTOR A COPY
OF THE MOST RECENT ANNUAL AND QUARTERLY REPORTS OF THE COMPANY, AND SUCH OTHER
REPORTS AND DOCUMENTS SO FILED BY THE COMPANY AS MAY BE REASONABLY REQUESTED IN
WRITING TO THE COMPANY BY THE INVESTOR IN AVAILING SUCH INVESTOR OF ANY RULE OR
REGULATION OF THE SEC PERMITTING THE SELLING OF ANY SUCH SHARES AND WARRANT
SHARES WITHOUT REGISTRATION, AND (IV) UNDERTAKE ANY ADDITIONAL ACTIONS
REASONABLY NECESSARY TO MAINTAIN THE AVAILABILITY OF A REGISTRATION STATEMENT,
INCLUDING ANY SUCCESSOR OR SUBSTITUTE FORMS, OR THE USE OF RULE 144.
9.
TRANSFER OF REGISTRATION RIGHTS.
EACH
INVESTOR MAY ASSIGN OR TRANSFER ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT TO
ANY PERSON TO THE EXTENT A TRANSFER OF THE SHARES, WARRANT SHARES OR WARRANT, AS
APPLICABLE, IS PERMITTED UNDER THE SECURITIES PURCHASE AGREEMENT WITH RESPECT TO
THE SHARES, WARRANT SHARES OR THE WARRANT, PROVIDED SUCH ASSIGNEE OR TRANSFEREE
AGREES IN WRITING TO BE BOUND BY THE PROVISIONS HEREOF THAT APPLY TO SUCH
ASSIGNING OR TRANSFERRING INVESTOR.
UPON ANY SUCH, AND EACH SUCCESSIVE,
ASSIGNMENT OR TRANSFER TO ANY PERMITTED ASSIGNEE OR TRANSFEREE IN ACCORDANCE
WITH THE TERMS OF THIS SECTION 9, SUCH PERMITTED ASSIGNEE OR TRANSFEREE SHALL BE
DEEMED TO BE AN "INVESTOR" FOR ALL PURPOSES OF THIS AGREEMENT.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES AND CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND IT ALSO SUPERSEDES ANY AND ALL
PRIOR NEGOTIATIONS, CORRESPONDENCE, AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO
THE SUBJECT MATTER HEREOF.
11.
MISCELLANEOUS.
(A)
THIS AGREEMENT, AND ANY RIGHT, TERM OR
PROVISION CONTAINED HEREIN, MAY NOT BE AMENDED, MODIFIED OR TERMINATED, AND NO
RIGHT, TERM OR PROVISION MAY BE WAIVED, EXCEPT WITH THE WRITTEN CONSENT OF (I)
THE HOLDERS OF A MAJORITY OF THE THEN OUTSTANDING REGISTRABLE SHARES AND (II)
THE COMPANY; PROVIDED THAT ANY AMENDMENT OR MODIFICATION THAT IS MATERIALLY