respect to the shares of Common Stock
issuable upon exercise of the Placement Agent Warrants, ViewTrade shall have the
same registration rights that the Purchasers have under the Registration Rights
Agreement between the Company and the Purchasers in connection with the
Offering, as if such shares were "Registrable Securities" covered by such
Registration Rights Agreement.
4.
FURTHER REPRESENTATIONS AND AGREEMENTS OF THE COMPANY.
THE COMPANY
FURTHER REPRESENTS AND AGREES THAT (I) IT IS AUTHORIZED TO ENTER INTO THIS
AGREEMENT AND TO CARRY OUT THE OFFERING CONTEMPLATED HEREUNDER AND THIS
AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, (II) THE COMPANY WILL MAKE ITSELF
REASONABLY AVAILABLE TO VIEWTRADE, ITS AGENTS, AUDITORS, COUNSEL, OFFICERS AND
DIRECTORS TO DISCUSS WITH VIEWTRADE ANY ASPECT OF THE COMPANY OR ITS BUSINESS
WHICH VIEWTRADE REASONABLY MAY DEEM RELEVANT, (III) THE COMPANY WILL DELIVER TO
VIEWTRADE AT EACH CLOSING OF THE OFFERING: (A) A CERTIFICATE OF EACH OF THE
COMPANY'S PRESIDENT AND TREASURER TO THE EFFECT THAT THE NOTE DOES NOT CONTAIN
ANY UNTRUE STATEMENT OF MATERIAL FACT OR FAIL TO STATE ANY MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, AND ALL
NECESSARY CORPORATE APPROVALS HAVE BEEN OBTAINED TO ENABLE THE COMPANY TO
DELIVER THE NOTE IN ACCORDANCE WITH THE TERMS OF THE OFFERING , AND (IV) AT OR
PRIOR TO ANY CLOSING, THE COMPANY WILL FURNISH TO VIEWTRADE ANY DOCUMENTS,
CERTIFICATES AND OPINIONS, CONTAINING SUCH REPRESENTATIONS, WARRANTIES,
COVENANTS, AGREEMENTS AND INFORMATION AS VIEWTRADE MAY REASONABLY REQUEST.
5.
FURTHER AGREEMENTS OF VIEWTRADE.
VIEWTRADE WILL COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS IN CONNECTION WITH THE SALE OF THE NOTES.
6.
INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS THE PLACEMENT AGENT, ITS AGENTS, MANAGERS, MEMBERS, REPRESENTATIVES,
GUARANTORS, SURETIES AND EACH PERSON WHO CONTROLS THE PLACEMENT AGENT WITHIN THE
MEANING OF EITHER SECTION 15 OF THE ACT OR SECTION 20 OF THE SECURITIES EXCHANGE
ACT OF 1934 ("INDEMNIFIED PERSONS") FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES OR EXPENSES, JOINT OR SEVERAL, (INCLUDING REASONABLE LEGAL
OR OTHER EXPENSES INCURRED BY EACH SUCH PERSON IN CONNECTION WITH DEFENDING OR
INVESTIGATING ANY SUCH CLAIMS OR LIABILITIES, WHETHER OR NOT RESULTING IN ANY
LIABILITY TO SUCH INDEMNIFIED PERSONS) WHICH THEY OR ANY OF THEM MAY INCUR UNDER
THE ACT, OR ANY STATE SECURITIES LAW AND THE RULES AND REGULATIONS OR THE RULES
AND REGULATIONS UNDER ANY STATE SECURITIES LAWS OR ANY OTHER STATUTE OR AT
COMMON LAW OR OTHERWISE AND TO REIMBURSE SUCH INDEMNIFIED PERSONS FOR ANY LEGAL
OR OTHER EXPENSE (INCLUDING THE COST OF ANY INVESTIGATION AND PREPARATION)
INCURRED BY ANY OF THEM IN CONNECTION WITH ANY LITIGATION, WHETHER OR NOT
RESULTING IN ANY LIABILITY, BUT ONLY INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES,
LIABILITIES AND EXPENSES ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE