FINANCIAL STATEMENTS INCLUDED IN SUCH
REGISTRATION STATEMENT, IN EACH CASE ALL AS NECESSARY TO ENABLE THEM TO EXERCISE
THEIR DUE DILIGENCE RESPONSIBILITY UNDER THE SECURITIES ACT, AND IN EACH CASE
SUBJECT TO THE EXECUTION OF A CONFIDENTIALITY AGREEMENT IN A FORM ACCEPTABLE TO
THE COMPANY.
4.7
USE ALL REASONABLE EFFORTS TO CAUSE ALL
REGISTRABLE SECURITIES TO BE LISTED ON THE NASDAQ NATIONAL MARKET.
4.8
TAKE SUCH OTHER ACTIONS AS ARE REASONABLY
REQUIRED IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF REGISTRABLE
SECURITIES INCLUDED IN EACH SUCH REGISTRATION.
5.
HOLDERS' OBLIGATIONS.
IT SHALL BE A CONDITION
PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO THIS
AGREEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES OF ANY PARTICIPATING HOLDER
OF REGISTRABLE SECURITIES THAT SUCH PARTICIPATING HOLDER SHALL FURNISH TO THE
COMPANY SUCH INFORMATION REGARDING SUCH PARTICIPATING HOLDER, THE NUMBER OF THE
REGISTRABLE SECURITIES OWNED BY IT, THE NUMBER OF REGISTRABLE SECURITIES BEING
REGISTERED AND THE INTENDED METHOD OF DISPOSITION OF SUCH SECURITIES AS SHALL BE
REQUIRED TO EFFECT THE REGISTRATION OF SUCH HOLDER'S REGISTRABLE SECURITIES, AND
TO COOPERATE WITH THE COMPANY IN PREPARING SUCH REGISTRATION.
6.
REGISTRATION EXPENSES.
6.1
COMPANY EXPENSES.
ALL EXPENSES INCIDENT TO
THE COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, ALL REGISTRATION AND FILING FEES, FEES OF ANY TRANSFER AGENT
AND REGISTRAR, FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS,
PRINTING EXPENSES, MESSENGER AND DELIVERY EXPENSES, FEES AND DISBURSEMENTS OF
CUSTODIANS, FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, THE COMPANY'S INTERNAL EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND
EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES), THE EXPENSE OF ANY LIABILITY
INSURANCE AND THE EXPENSES AND FEES FOR LISTING THE SECURITIES TO BE REGISTERED
ON EACH SECURITIES EXCHANGE OR QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES
ISSUED BY THE COMPANY ARE THEN LISTED OR QUOTED SHALL BE BORNE BY THE COMPANY.
6.2
HOLDER EXPENSES.
IN CONNECTION WITH A
REGISTRATION HEREUNDER, THE COMPANY SHALL REIMBURSE THE HOLDERS WITH REGISTRABLE
SECURITIES INCLUDED IN SUCH REGISTRATION FOR THE REASONABLE FEES AND
DISBURSEMENTS OF ONE COUNSEL CHOSEN BY THE HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION, PROVIDED THAT ANY SUCH
EXPENSES SHALL BE INCLUDED IN AND SUBJECT TO THE OVERALL EXPENSE CAP SET FORTH
IN SECTION 5.8 OF THE SERIES A PURCHASE AGREEMENT.
6
7.
INDEMNIFICATION; CONTRIBUTION.
7.1
WITH RESPECT TO A SHELF REGISTRATION
STATEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL
INDEMNIFY AND HOLD HARMLESS EACH PARTICIPATING HOLDER, EACH PERSON, IF ANY, WHO
CONTROLS SUCH PARTICIPATING HOLDER WITHIN THE MEANING OF THE SECURITIES ACT, AND
EACH OFFICER, DIRECTOR, PARTNER, AND EMPLOYEE OF SUCH PARTICIPATING HOLDER AND
SUCH CONTROLLING PERSON, AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES AND EXPENSES (JOINT OR SEVERAL), INCLUDING REASONABLE ATTORNEYS'
FEES AND DISBURSEMENTS AND EXPENSES OF INVESTIGATION (COLLECTIVELY, "LOSSES"),
INCURRED BY SUCH PARTY PURSUANT TO ANY ACTUAL OR THREATENED ACTION, SUIT,
PROCEEDING OR INVESTIGATION,
OR TO WHICH ANY