SHEET. IF THE PROVISIONS OF THE PURCHASER
TERM SHEET ARE AT LEAST AS FAVORABLE TO THE COMPANY AND/OR SUCH SUBSIDIARY, AS
THE CASE MAY BE, AS THE PROVISIONS OF THE PROPOSED TERM SHEET, THE COMPANY
AND/OR SUCH SUBSIDIARY SHALL ENTER INTO AND CONSUMMATE THE ADDITIONAL FINANCING
TRANSACTION OUTLINED IN THE PURCHASER TERM SHEET.
(B)
THE COMPANY WILL NOT, AND WILL NOT PERMIT ITS SUBSIDIARIES TO,
AGREE, DIRECTLY OR INDIRECTLY, TO ANY RESTRICTION WITH ANY PERSON OR ENTITY
WHICH LIMITS THE ABILITY OF THE PURCHASER TO CONSUMMATE AN ADDITIONAL FINANCING
WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES.
6.18
AUTHORIZATION AND RESERVATION OF SHARES. THE COMPANY SHALL AT ALL
TIMES HAVE AUTHORIZED AND RESERVED A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK
TO PROVIDE FOR THE EXERCISE OF THE WARRANTS.
7.
COVENANTS OF THE PURCHASER. THE PURCHASER COVENANTS AND AGREES
WITH THE COMPANY AS FOLLOWS:
7.1
CONFIDENTIALITY. THE PURCHASER WILL NOT AND WILL NOT PERMIT ANY OF
ITS AFFILIATES TO, DISCLOSE, AND WILL NOT INCLUDE IN ANY PUBLIC ANNOUNCEMENT,
THE NAME OF THE COMPANY, UNLESS EXPRESSLY AGREED TO BY THE COMPANY OR UNLESS AND
UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE REGULATION, AND THEN ONLY
TO THE EXTENT OF SUCH REQUIREMENT.
7.2
PUBLIC INFORMATION. THE PURCHASER WILL NOT EFFECT ANY SALES IN THE
SHARES OF THE COMPANY'S COMMON STOCK WHILE IN POSSESSION OF MATERIAL, NON-PUBLIC
INFORMATION REGARDING THE COMPANY IF SUCH SALES WOULD VIOLATE APPLICABLE
SECURITIES LAW.
7.3
LIMITATION ON ACQUISITION OF COMMON STOCK OF THE COMPANY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ANY
RELATED AGREEMENT OR ANY DOCUMENT, INSTRUMENT OR AGREEMENT ENTERED INTO IN
CONNECTION WITH ANY OTHER TRANSACTIONS BETWEEN THE PURCHASER AND THE COMPANY,
THE PURCHASER MAY NOT ACQUIRE STOCK IN THE COMPANY (INCLUDING, WITHOUT
LIMITATION, PURSUANT TO A CONTRACT TO PURCHASE, BY EXERCISING AN OPTION OR
WARRANT, BY CONVERTING ANY OTHER SECURITY OR INSTRUMENT, BY ACQUIRING OR
EXERCISING ANY OTHER RIGHT TO ACQUIRE, SHARES OF STOCK OR OTHER SECURITY
CONVERTIBLE INTO SHARES OF STOCK IN THE COMPANY, OR OTHERWISE, AND SUCH
CONTRACTS, OPTIONS, WARRANTS, CONVERSION OR OTHER RIGHTS SHALL NOT BE
ENFORCEABLE OR EXERCISABLE) TO THE EXTENT SUCH STOCK ACQUISITION WOULD CAUSE ANY
INTEREST (INCLUDING ANY ORIGINAL ISSUE DISCOUNT) PAYABLE BY THE COMPANY TO THE
PURCHASER NOT TO QUALIFY AS "PORTFOLIO INTEREST" WITHIN THE MEANING OF
SECTION 881(C)(2) OF THE CODE, BY REASON OF SECTION 881(C)(3) OF THE CODE,
TAKING INTO ACCOUNT THE CONSTRUCTIVE OWNERSHIP RULES UNDER
SECTION 871(H)(3)(C) OF THE CODE (THE "STOCK ACQUISITION LIMITATION").
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8.
COVENANTS OF THE COMPANY AND THE PURCHASER REGARDING
INDEMNIFICATION.
8.1
COMPANY INDEMNIFICATION. THE COMPANY AGREES TO INDEMNIFY, HOLD
HARMLESS, REIMBURSE AND DEFEND THE PURCHASER, EACH OF THE PURCHASER'S OFFICERS,
DIRECTORS, AGENTS, AFFILIATES, CONTROL PERSONS, AND PRINCIPAL SHAREHOLDERS,
AGAINST ALL CLAIMS, COSTS, EXPENSES, LIABILITIES, OBLIGATIONS, LOSSES OR DAMAGES
(INCLUDING REASONABLE LEGAL FEES) OF ANY NATURE, INCURRED BY OR IMPOSED UPON THE
PURCHASER WHICH RESULT, ARISE OUT OF OR ARE BASED UPON: (I) ANY
MISREPRESENTATION BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR BREACH OF