COMPANY AGREES TO DISCLOSE ON A CURRENT REPORT ON
FORM 8-K THE EXISTENCE OF THE OFFERING AND THE MATERIAL TERMS, THEREOF,
INCLUDING PRICING, WITHIN TWO (2) BUSINESS DAYS AFTER THE CLOSING.
SUCH CURRENT
REPORT ON FORM 8-K SHALL INCLUDE A FORM OF THIS AGREEMENT AS AN EXHIBIT
THERETO.
THE COMPANY WILL NOT ISSUE ANY PUBLIC STATEMENT, PRESS RELEASE OR ANY
OTHER PUBLIC DISCLOSURE LISTING THE INVESTOR AS ONE OF THE PURCHASERS OF THE
SECURITIES WITHOUT THE INVESTOR'S PRIOR WRITTEN CONSENT, EXCEPT AS MAY BE
REQUIRED BY APPLICABLE LAW OR RULES OF ANY EXCHANGE ON WHICH THE COMPANY'S
SECURITIES ARE LISTED.
6.8
LIMITS ON ADDITIONAL ISSUANCES.
EXCEPT FOR AN
EXEMPT ISSUANCE, THE COMPANY WILL NOT, FOR A PERIOD OF SIX MONTHS FOLLOWING THE
FINAL CLOSING DATE OF THE OFFERING, OFFER FOR SALE OR SELL ANY SECURITIES
UNLESS, IN THE OPINION OF THE COMPANY'S COUNSEL, SUCH OFFER OR SALE DOES NOT
JEOPARDIZE THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION AND
QUALIFICATION REQUIREMENTS UNDER APPLICABLE SECURITIES LAWS WITH RESPECT TO THE
OFFERING.
"EXEMPT ISSUANCES" SHALL MEAN, IN EACH CASE ONLY IF APPROVED IN
ADVANCE BY THE BOARD OF DIRECTORS OF THE COMPANY, THE ISSUANCE OF (A) SHARES OF
COMMON STOCK OR OPTIONS TO EMPLOYEES, OFFICERS, DIRECTORS OR VENDORS OF THE
COMPANY PURSUANT TO ANY EMPLOYEE STOCK PURCHASE, STOCK OR OPTION PLAN DULY
ADOPTED FOR SUCH PURPOSE, BY THE BOARD OR WHICH ARE ISSUED AS AN INDUCEMENT TO
EMPLOYMENT, (B) SECURITIES UPON THE EXERCISE OR EXCHANGE OF OR CONVERSION OF ANY
SECURITIES ISSUED HEREUNDER AND/OR OTHER SECURITIES EXERCISABLE OR EXCHANGEABLE
FOR OR CONVERTIBLE INTO SHARES OF COMMON STOCK ISSUED AND OUTSTANDING ON THE
DATE OF THIS AGREEMENT, PROVIDED THAT SUCH SECURITIES HAVE NOT BEEN AMENDED
SINCE THE DATE OF THIS AGREEMENT TO INCREASE THE NUMBER OF SUCH SECURITIES OR TO
DECREASE THE EXERCISE PRICE, EXCHANGE PRICE OR CONVERSION PRICE OF SUCH
SECURITIES, AND (C)
SECURITIES ISSUED PURSUANT TO ACQUISITIONS OR STRATEGIC
TRANSACTIONS APPROVED BY THE BOARD, PROVIDED THAT ANY SUCH ISSUANCE SHALL ONLY
BE TO A PERSON (OR TO THE EQUITYHOLDERS OF A PERSON) WHICH IS, ITSELF OR THROUGH
ITS SUBSIDIARIES, AN OPERATING COMPANY OR AN ASSET IN A BUSINESS SYNERGISTIC
WITH THE BUSINESS OF THE COMPANY AND SHALL PROVIDE TO THE COMPANY ADDITIONAL
BENEFITS IN ADDITION TO THE INVESTMENT OF FUNDS, BUT SHALL NOT INCLUDE A
TRANSACTION IN WHICH THE COMPANY IS ISSUING SECURITIES PRIMARILY FOR THE PURPOSE
OF RAISING CAPITAL OR TO AN ENTITY WHOSE PRIMARY BUSINESS IS INVESTING IN
SECURITIES.
EXCEPT AS DISCLOSED IN THE SEC REPORTS, AND THE OFFERING
CONTEMPLATED HEREBY, THE COMPANY HAS NOT ENGAGED IN ANY SUCH OFFERING DURING THE
SIX
27
MONTHS PRIOR TO THE DATE OF THIS AGREEMENT.
THE FOREGOING PROVISIONS SHALL NOT
PREVENT THE COMPANY FROM FILING A "SHELF" REGISTRATION STATEMENT PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT, BUT THE FOREGOING PROVISIONS SHALL APPLY TO
ANY SALE OF SECURITIES THEREUNDER.
6.9
REMEDIES.
[INTENTIONALLY DELETED].
6.10
ASSIGNMENT OF REGISTRATION RIGHTS.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE INVESTOR'S RIGHTS UNDER THIS SECTION 6
SHALL