THE PLACEMENT AGENT (IN ADDITION
TO (III) AND (V) ABOVE) IN AN AMOUNT NOT TO EXCEED $75,000, AND (X) THE COSTS
AND EXPENSES OF THE COMPANY AND THE PLACEMENT AGENT IN CONNECTION WITH THE
MARKETING OF THE OFFERING AND THE SALE OF THE SHARES TO PROSPECTIVE INVESTORS
INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO ANY PRESENTATIONS OR MEETINGS
UNDERTAKEN IN CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, EXPENSES
ASSOCIATED WITH THE PRODUCTION OF ROAD SHOW SLIDES AND GRAPHICS, FEES AND
EXPENSES OF ANY CONSULTANTS ENGAGED WITH THE WRITTEN CONSENT OF THE COMPANY IN
CONNECTION WITH THE ROAD SHOW PRESENTATIONS, TRAVEL, LODGING AND OTHER EXPENSES
INCURRED BY THE OFFICERS OF THE COMPANY AND ANY SUCH
17
CONSULTANTS, AND THE COST OF ANY AIRCRAFT OR OTHER TRANSPORTATION CHARTERED IN
CONNECTION WITH THE ROAD SHOW.
IF (1) THIS AGREEMENT SHALL BE TERMINATED BY THE
PLACEMENT AGENT PURSUANT TO SECTION 8 HEREOF, THE COMPANY WILL, IN ADDITION TO
PAYING THE AMOUNTS DESCRIBED IN SECTION 4 HEREOF, REIMBURSE THE PLACEMENT AGENT
FOR ALL OF ITS REASONABLE OUT-OF-POCKET DISBURSEMENTS (INCLUDING, BUT NOT
LIMITED TO, THE FEES AND DISBURSEMENTS OF ITS COUNSEL) INCURRED BY THE PLACEMENT
AGENT IN CONNECTION WITH ITS INVESTIGATION, PREPARING TO MARKET AND MARKETING OF
THE SHARES OR IN CONTEMPLATION OF PERFORMING ITS OBLIGATIONS HEREUNDER.
5.
CONDITIONS OF PLACEMENT AGENT'S OBLIGATIONS.
THE OBLIGATIONS OF
THE PLACEMENT AGENT HEREUNDER ARE SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
FILINGS WITH THE COMMISSION.
THE PROSPECTUS AND ANY ISSUER FREE
WRITING PROSPECTUS REQUIRED TO BE FILED UNDER THE SECURITIES ACT OR THE RULES
AND REGULATIONS SHALL HAVE BEEN FILED WITH THE COMMISSION PURSUANT TO RULE
424(B) OR RULE 164, AS THE CASE MAY BE, IN THE MANNER AND WITHIN THE TIME PERIOD
SO REQUIRED.
(B)
ABBREVIATED REGISTRATION STATEMENT.
IF THE COMPANY HAS ELECTED TO
RELY UPON RULE 462(B), THE REGISTRATION STATEMENT FILED UNDER RULE 462(B) SHALL
HAVE BECOME EFFECTIVE UNDER THE SECURITIES ACT BY 8:00 A.M., EASTERN STANDARD
TIME, ON THE BUSINESS DAY NEXT SUCCEEDING THE DATE OF THIS AGREEMENT.
(C)
NO STOP ORDERS.
PRIOR TO THE CLOSING: (I) NO STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR ANY PART THEREOF,
NOR SUSPENDING OR PREVENTING THE USE OF THE DISCLOSURE PACKAGE, THE PROSPECTUS
OR ANY ISSUER FREE WRITING PROSPECTUS SHALL HAVE BEEN ISSUED UNDER THE
SECURITIES ACT AND NO PROCEEDINGS INITIATED UNDER SECTION 8(D) OR 8(E) OF THE
SECURITIES ACT FOR THAT PURPOSE SHALL BE PENDING OR THREATENED BY THE
COMMISSION, (II) NO ORDER SUSPENDING THE QUALIFICATION OR REGISTRATION OF THE
SHARES UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY JURISDICTION SHALL BE IN
EFFECT AND (III) ANY REQUEST FOR ADDITIONAL INFORMATION ON THE PART OF THE
COMMISSION (TO BE INCLUDED IN THE REGISTRATION STATEMENT, THE DISCLOSURE
PACKAGE, THE PROSPECTUS OR ANY ISSUER FREE WRITING PROSPECTUS OR OTHERWISE)
SHALL HAVE BEEN COMPLIED WITH TO THE REASONABLE SATISFACTION OF THE PLACEMENT
AGENT.
(D)
ACTION PREVENTING ISSUANCE.
NO ACTION SHALL HAVE BEEN TAKEN AND
NO STATUTE, RULE, REGULATION OR ORDER SHALL HAVE BEEN ENACTED, ADOPTED OR ISSUED
BY