MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
COMPANY SHALL, WITHIN FOUR BUSINESS DAYS FOLLOWING THE DATE HEREOF, FILE A
CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND INCLUDING THE TRANSACTION DOCUMENTS AS EXHIBITS
THERETO.
FROM AND AFTER THE ISSUANCE OF SUCH PRESS RELEASE, THE COMPANY SHALL
HAVE PUBLICLY DISCLOSED ALL MATERIAL, NON-PUBLIC INFORMATION DELIVERED TO ANY OF
THE PURCHASERS BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR
INCLUDE THE NAME OF ANY PURCHASER IN ANY FILING WITH THE COMMISSION OR ANY
REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
PURCHASER, EXCEPT (A) AS REQUIRED BY FEDERAL SECURITIES LAW IN CONNECTION WITH
THE FILING OF FINAL TRANSACTION DOCUMENTS (INCLUDING SIGNATURE PAGES THERETO)
WITH THE COMMISSION AND (B) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW, BY
TRADING MARKET RULES OR REGULATIONS OR PURSUANT TO AN INVESTIGATION CONDUCTED BY
THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, IN WHICH CASE THE COMPANY SHALL, TO
THE EXTENT PERMISSIBLE AND PRACTICABLE, PROVIDE THE PURCHASERS WITH PRIOR NOTICE
OF SUCH DISCLOSURE PERMITTED UNDER THIS CLAUSE (B).
4.3
NON-PUBLIC INFORMATION.
EXCEPT WITH RESPECT
TO THE MATERIAL TERMS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS, THE COMPANY COVENANTS AND AGREES THAT NEITHER IT, NOR ANY
OTHER PERSON ACTING ON ITS BEHALF WILL PROVIDE ANY PURCHASER OR ITS AGENTS OR
COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL
NON-PUBLIC INFORMATION, UNLESS PRIOR THERETO SUCH PURCHASER SHALL HAVE EXECUTED
A WRITTEN AGREEMENT WITH THE COMPANY REGARDING THE CONFIDENTIALITY AND USE OF
SUCH INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH PURCHASER
SHALL BE RELYING ON THE FOREGOING COVENANT IN EFFECTING TRANSACTIONS IN
SECURITIES OF THE COMPANY.
4.4
USE OF PROCEEDS.
THE COMPANY SHALL USE THE
NET PROCEEDS FROM THE SALE OF THE SECURITIES HEREUNDER AS SET FORTH IN THE
PROSPECTUS SUPPLEMENT.
4.5
INDEMNIFICATION.
SUBJECT TO THE PROVISIONS
OF THIS SECTION 4.5 AND TO THE EXTENT PERMITTED BY LAW, THE COMPANY WILL
INDEMNIFY AND HOLD EACH PURCHASER AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS,
MEMBERS, PARTNERS, EMPLOYEES, AGENTS AND CONTROLLING PERSONS (WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF THE EXCHANGE ACT) (EACH, A
"PURCHASER PARTY") HARMLESS FROM ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS
AND EXPENSES, INCLUDING ALL JUDGMENTS, AMOUNTS PAID IN SETTLEMENTS, COURT COSTS
AND REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION THAT ANY SUCH
PURCHASER PARTY MAY SUFFER OR INCUR DUE TO A CLAIM BY A THIRD PARTY AS A RESULT
OF OR RELATING TO ANY ACTION INSTITUTED AGAINST A PURCHASER PARTY BY ANY
STOCKHOLDER OF THE COMPANY WHO IS NOT AN AFFILIATE OF SUCH PURCHASER, WITH
RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS,
EXCEPT TO THE EXTENT THAT THAT A LOSS, LIABILITY, DAMAGE, COST OR EXPENSE IS
ATTRIBUTABLE