THE SURVIVING OR SUCCESSOR
ENTITY IN SUCH TRANSACTION (I) ASSUMES THE COMPANY'S OBLIGATIONS HEREUNDER AND
THE RELATED AGREEMENTS AND (II) IS A PUBLICLY TRADED COMPANY WHOSE COMMON STOCK
IS QUOTED OR LISTED ON A PRINCIPAL MARKET OR
(III) SIMULTANEOUSLY WITH THE
CONSUMMATION OF SUCH TRANSACTION IRREVOCABLY PAYS IN FULL ALL OF THE OBLIGATIONS
DUE AND OWING TO PURCHASER FROM THE COMPANY UNDER THIS AGREEMENT AND/OR THE
SECURITIES.
6.13
REISSUANCE OF SECURITIES.
THE COMPANY AGREES TO REISSUE
CERTIFICATES REPRESENTING THE SECURITIES WITHOUT THE LEGENDS SET FORTH IN
SECTION 5.7 ABOVE AT SUCH TIME AS (A) THE HOLDER THEREOF HAS DISPOSED OF SUCH
SECURITIES PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
OR (B) UPON RESALE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT AFTER SUCH
SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT.
THE COMPANY AGREES TO
COOPERATE WITH THE PURCHASER IN CONNECTION WITH ALL RESALES PURSUANT TO RULE
144(D) AND RULE 144(K) AND PROVIDE LEGAL OPINIONS NECESSARY TO ALLOW SUCH
RESALES PROVIDED THE COMPANY AND ITS COUNSEL RECEIVE REASONABLY REQUESTED
REPRESENTATIONS FROM THE SELLING PURCHASER AND BROKER, IF ANY.
6.14
OPINION. ON THE CLOSING DATE, THE COMPANY WILL DELIVER TO THE
PURCHASER AN OPINION ACCEPTABLE TO THE PURCHASER FROM THE COMPANY'S LEGAL
COUNSEL IN THE FORM ANNEXED HERETO AS EXHIBIT C.
THE COMPANY WILL PROVIDE, AT
THE COMPANY'S EXPENSE, SUCH OTHER LEGAL OPINIONS IN THE FUTURE AS ARE REASONABLY
NECESSARY FOR THE CONVERSION OF THE PREFERRED STOCK AND EXERCISE OF THE
WARRANTS.
6.15
FINANCING RIGHT OF FIRST REFUSAL.
THE COMPANY HEREBY GRANTS THE
PURCHASER A RIGHT OF FIRST REFUSAL TO ENTER INTO A FINANCING ARRANGEMENT WITH
THE COMPANY. THE COMPANY SHALL SUBMIT A FULLY EXECUTED TERM SHEET SETTING OUT
THE TERMS, CONDITIONS AND PRICING OF ANY PROPOSED FINANCING (SUCH FINANCING TO
BE NEGOTIATED ON "ARM'S LENGTH" TERMS) TO BE ENTERED
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into by the Company. Purchaser shall have the right, but not the obligation, to
offer financing, to the Company on terms no less favorable than those outlined
in the previously negotiated term sheet (which such term sheet shall be
negotiated in good faith) within five business days of receipt of such proposed
term sheet. If the provisions of the Purchaser's term sheet shall be at least as
favorable to the Company, the Company shall enter into the financing arrangement
outlined in the Purchaser's term sheet.
If the Purchaser declines to exercise
it right of first refusal hereunder, it hereby agrees to enter into such
documentation as shall be reasonably requested by Company in order to
subordinate its rights hereunder or under the Preferred Stock to the subsequent
financier.
7.
COVENANTS OF THE COMPANY AND PURCHASER REGARDING INDEMNIFICATION.
7.1
COMPANY INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY, HOLD
HARMLESS, REIMBURSE AND DEFEND PURCHASER, EACH OF PURCHASER'S OFFICERS,
DIRECTORS, AGENTS, AFFILIATES, CONTROL PERSONS, AND PRINCIPAL SHAREHOLDERS,
AGAINST ANY CLAIM, COST, EXPENSE, LIABILITY, OBLIGATION, LOSS OR DAMAGE
(INCLUDING REASONABLE LEGAL FEES) OF ANY NATURE, INCURRED BY OR IMPOSED UPON THE
PURCHASER WHICH RESULTS, ARISES OUT OF OR IS BASED UPON (I) ANY
MISREPRESENTATION