REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
The company represents and warrants that it has full power and authority to
enter into this Agreement and to perform its obligations hereunder.
This
Agreement is enforceable against the Company in accordance with its terms,
subject to applicable laws governing bankruptcy, insolvency and creditors'
rights generally.
The Agreement does not conflict with, violate, cause a
default, right of termination, or acceleration (whether through the passage of
time or otherwise) under any contract, agreement, or understanding binding upon
the Company or any subsidiary of the Company.
4.
COVENANTS OF THE COMPANY.
The Company covenants and agrees as follows:
(A)
NEITHER THE COMPANY NOR ANY AFFILIATE OF
THE COMPANY (AS DEFINED IN RULE 501(B) OF THE SECURITIES ACT) WILL SELL, OFFER
FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY
SECURITY (AS DEFINED IN THE SECURITIES ACT) OF THE COMPANY WHICH WILL BE
INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER WHICH WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SECURITIES.
(B)
ANY AND ALL FILINGS AND DOCUMENTS REQUIRED
TO BE FILED IN CONNECTION WITH OR AS A RESULT OF THE PLACEMENTS PURSUANT TO
FEDERAL AND STATE SECURITIES LAWS ARE THE RESPONSIBILITY OF THE COMPANY AND WILL
BE FILED BY THE COMPANY, OTHER THAN NASD OR OTHER REGULATORY FILINGS REQUIRED TO
BE MADE BY STONEGATE OR A PARTICULAR PURCHASER, WHICH SHALL BE THE SOLE
OBLIGATION OF STONEGATE OR SUCH PURCHASER, AS APPLICABLE.
(C)
ANY PRESS RELEASE TO BE ISSUED BY THE
COMPANY ANNOUNCING OR REFERRING TO ANY PLACEMENT SHALL, AT THE REQUEST OF
STONEGATE, IDENTIFY STONEGATE AS THE PLACEMENT AGENT.
SUBJECT TO PRIOR REVIEW
OF THE COMPANY, STONEGATE SHALL BE PERMITTED TO PUBLISH A TOMBSTONE OR SIMILAR
ADVERTISEMENT UPON COMPLETION OF EACH PLACEMENT IDENTIFYING ITSELF AS THE
COMPANY'S PLACEMENT AGENT WITH RESPECT THERETO; PROVIDED, THAT EACH SUCH
ADVERTISEMENT DOES NOT CONSTITUTE A GENERAL SOLICITATION UNDER FEDERAL
SECURITIES LAWS AND OTHERWISE COMPLIES WITH THE REQUIREMENTS OF THE SECURITIES
ACT.
THIS AGREEMENT SHALL NOT BE FILED PUBLICLY BY THE COMPANY WITHOUT THE
PRIOR WRITTEN CONSENT OF STONEGATE, UNLESS REQUIRED BY APPLICABLE LAW OR
REGULATION.
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5.
FURNISHING OF COMPANY INFORMATION;
CONFIDENTIALITY.
(A)
IN CONNECTION WITH STONEGATE'S ACTIVITIES
HEREUNDER ON THE COMPANY'S BEHALF, THE COMPANY SHALL FURNISH STONEGATE WITH ALL
REASONABLE INFORMATION CONCERNING THE COMPANY AND ITS OPERATIONS THAT STONEGATE
DEEMS NECESSARY OR APPROPRIATE (THE "COMPANY INFORMATION") AND SHALL PROVIDE
STONEGATE WITH REASONABLE ACCESS TO THE COMPANY'S BOOKS, RECORDS, OFFICERS,
DIRECTORS, EMPLOYEES, ACCOUNTANTS AND COUNSEL.
THE COMPANY ACKNOWLEDGES AND
AGREES THAT, IN RENDERING ITS SERVICES HEREUNDER, STONEGATE WILL BE USING AND
RELYING UPON THE COMPANY INFORMATION WITHOUT INDEPENDENT VERIFICATION THEREOF OR
INDEPENDENT APPRAISAL OF ANY OF THE COMPANY'S ASSETS AND MAY, IN ITS SOLE
DISCRETION, USE ADDITIONAL INFORMATION CONTAINED IN PUBLIC REPORTS OR OTHER
INFORMATION FURNISHED BY THE COMPANY OR THIRD PARTIES.
(B)
STONEGATE AGREES THAT THE COMPANY
INFORMATION WILL BE USED SOLELY FOR THE PURPOSE OF PERFORMING ITS SERVICES
HEREUNDER.
SUBJECT TO THE LIMITATIONS SET FORTH IN SUBSECTION