ACCEPTANCE OF THE REGISTRABLE SECURITIES,
AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE COMPANY IN
CONNECTION WITH THE PREPARATION AND FILING OF ANY REGISTRATION STATEMENT
HEREUNDER.
SECTION 5.
EXPENSES OF REGISTRATION.
All reasonable expenses, other than underwriting discounts and commissions and
other than as set forth in the Securities Purchase Agreement, incurred in
connection with registrations including comments, filings or qualifications
pursuant to Section 2 and Section 3, including, without limitation, all
registration, listing and qualifications fees, printing and accounting fees, and
fees and disbursements of counsel for the Company shall be paid by the Company.
Page 5 of 10
SECTION 6.
INDEMNIFICATION.
In the event any Registrable Securities are included in the Registration
Statement under this Agreement:
(A)
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, UNDER THIS
AGREEMENT, WILL, AND HEREBY DOES, INDEMNIFY, HOLD HARMLESS AND DEFEND THE
INVESTOR, THE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, COUNSEL, AGENTS,
REPRESENTATIVES OF, AND EACH PERSON, IF ANY, WHO CONTROLS, THE INVESTOR WITHIN
THE MEANING OF THE 1933 ACT OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "1934 ACT") (EACH, AN "INDEMNIFIED PERSON"), AGAINST ANY LOSSES, CLAIMS,
DAMAGES, LIABILITIES, JUDGMENTS, FINES, PENALTIES, CHARGES, COSTS, ATTORNEYS'
FEES, AMOUNTS PAID IN SETTLEMENT OR EXPENSES, JOINT OR SEVERAL (COLLECTIVELY,
"CLAIMS"), INCURRED IN INVESTIGATING, PREPARING OR DEFENDING ANY ACTION, CLAIM,
SUIT, INQUIRY, PROCEEDING, INVESTIGATION OR APPEAL TAKEN FROM THE FOREGOING BY
OR BEFORE ANY COURT OR GOVERNMENTAL, ADMINISTRATIVE OR OTHER REGULATORY AGENCY,
BODY OR THE SEC, WHETHER PENDING OR THREATENED, WHETHER OR NOT AN INDEMNIFIED
PARTY IS OR MAY BE A PARTY THERETO ("INDEMNIFIED DAMAGES"), TO WHICH ANY OF THEM
MAY BECOME SUBJECT INSOFAR AS SUCH CLAIMS (OR ACTIONS OR PROCEEDINGS, WHETHER
COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON: (I)
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT IN THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO OR IN ANY FILING
MADE IN CONNECTION WITH THE QUALIFICATION OF THE OFFERING UNDER THE SECURITIES
OR OTHER "BLUE SKY" LAWS OF ANY JURISDICTION IN WHICH THE INVESTOR HAS REQUESTED
IN WRITING THAT THE COMPANY REGISTER OR QUALIFY THE SHARES ("BLUE SKY FILING"),
OR THE OMISSION OR ALLEGED OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THE STATEMENTS THEREIN WERE MADE, NOT MISLEADING, (II)
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN
THE FINAL PROSPECTUS FOR THE OFFER OF THE REGISTRABLE SECURITIES (AS AMENDED OR
SUPPLEMENTED, IF THE COMPANY FILES ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO
WITH THE SEC) OR THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN ANY MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THE STATEMENTS THEREIN WERE MADE, NOT MISLEADING, OR
(III) ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF THE 1933 ACT, THE
1934 ACT, ANY OTHER LAW, INCLUDING, WITHOUT LIMITATION, ANY STATE SECURITIES
LAW, OR ANY RULE