FINANCIAL CONDITION, PROSPECTS OR
BUSINESS OR OF ANY DEVELOPMENT MATERIALLY AFFECTING THE COMPANY OR RENDERING
UNTRUE OR MISLEADING ANY MATERIAL STATEMENT IN THE OFFERING MATERIALS OCCURRING
AT ANY TIME AS SOON AS THE COMPANY IS EITHER INFORMED OR BECOMES AWARE THEREOF.
B.
TO USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE THE COMMON STOCK ISSUABLE IN CONNECTION WITH THE STANDBY EQUITY
DISTRIBUTION AGREEMENT TO BE QUALIFIED OR REGISTERED FOR SALE ON TERMS
CONSISTENT WITH THOSE STATED IN THE REGISTRATION RIGHTS AGREEMENT AND UNDER THE
SECURITIES LAWS OF SUCH JURISDICTIONS AS THE PLACEMENT AGENT SHALL REASONABLY
REQUEST.
QUALIFICATION, REGISTRATION AND EXEMPTION CHARGES AND FEES SHALL BE AT
THE SOLE COST AND EXPENSE OF THE COMPANY.
C.
UPON WRITTEN REQUEST, TO PROVIDE AND
CONTINUE TO PROVIDE THE PLACEMENT AGENT COPIES OF ALL QUARTERLY FINANCIAL
STATEMENTS AND AUDITED ANNUAL FINANCIAL STATEMENTS PREPARED BY OR ON BEHALF OF
THE COMPANY, OTHER REPORTS PREPARED BY OR ON BEHALF OF THE COMPANY FOR PUBLIC
DISCLOSURE AND ALL DOCUMENTS DELIVERED TO THE COMPANY'S STOCKHOLDERS.
D.
TO COMPLY WITH THE TERMS OF THE OFFERING
MATERIALS.
E.
TO ENSURE THAT ANY TRANSACTIONS BETWEEN
OR AMONG THE COMPANY, OR ANY OF ITS OFFICERS, DIRECTORS AND AFFILIATES BE ON
TERMS AND CONDITIONS THAT ARE NO LESS FAVORABLE TO THE COMPANY, THAN THE TERMS
AND CONDITIONS THAT WOULD BE AVAILABLE IN AN "ARM'S LENGTH" TRANSACTION WITH AN
INDEPENDENT THIRD PARTY.
F.
UPON THE EFFECTIVENESS OF A REGISTRATION
STATEMENT COVERING THE SECURITIES, THE COMPANY SHALL PROMPTLY PROVIDE THE
PLACEMENT AGENT SHALL AN OPINION OF COUNSEL TO THE COMPANY, WHICH OPINION SHALL
BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AND THE PLACEMENT AGENT.
6
G.
AT OR PRIOR TO THE CLOSING, THE COMPANY
SHALL HAVE BEEN FURNISHED SUCH DOCUMENTS, CERTIFICATES AND OPINIONS AS IT MAY
REASONABLY REQUIRE FOR THE PURPOSE OF ENABLING THE PLACEMENT AGENT TO REVIEW OR
PASS UPON THE MATTERS REFERRED TO IN THIS AGREEMENT AND THE OFFERING MATERIALS,
OR IN ORDER TO EVIDENCE THE ACCURACY, COMPLETENESS OR SATISFACTION OF ANY OF THE
REPRESENTATIONS, WARRANTIES OR CONDITIONS HEREIN CONTAINED.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY.
A.
THE COMPANY HEREBY AGREES THAT IT WILL
INDEMNIFY AND HOLD THE PLACEMENT AGENT AND EACH OFFICER, DIRECTOR, SHAREHOLDER,
EMPLOYEE OR REPRESENTATIVE OF THE PLACEMENT AGENT AND EACH PERSON CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE PLACEMENT AGENT WITHIN THE
MEANING OF SECTION 15 OF THE 1933 ACT OR SECTION 20 OF THE 1934 ACT OR THE SEC'S
RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "RULES AND REGULATIONS"),
HARMLESS FROM AND AGAINST ANY AND ALL LOSS, CLAIM, DAMAGE, LIABILITY, COST OR
EXPENSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL REASONABLE LEGAL
FEES AND OTHER EXPENSES AND DISBURSEMENTS INCURRED IN CONNECTION WITH
INVESTIGATING, PREPARING TO DEFEND OR DEFENDING ANY ACTION, SUIT OR PROCEEDING,
INCLUDING ANY INQUIRY OR INVESTIGATION, COMMENCED OR THREATENED, OR ANY CLAIM
WHATSOEVER OR IN APPEARING OR PREPARING FOR APPEARANCE AS A WITNESS IN ANY
ACTION, SUIT OR PROCEEDING, INCLUDING ANY INQUIRY, INVESTIGATION OR PRETRIAL
PROCEEDING SUCH AS A DEPOSITION) TO WHICH