SHALL ALLOW THE OTHER PARTY TO THE EXTENT REASONABLY
PRACTICABLE IN THE CIRCUMSTANCES, REASONABLE TIME TO COMMENT ON SUCH RELEASE OR
ANNOUNCEMENT IN ADVANCE OF SUCH ISSUANCE.
THE COMPANY WILL MAKE SUCH OTHER
FILINGS AND NOTICES IN THE MANNER AND TIME REQUIRED BY THE COMMISSION.
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 (OTHER THAN ANY EXHIBITS TO FILINGS MADE IN RESPECT OF THIS
TRANSACTION IN ACCORDANCE WITH PERIODIC FILING REQUIREMENTS UNDER THE EXCHANGE
ACT) OR ANY OTHER REGULATORY AGENCY, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
PURCHASER, EXCEPT TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR TRADING
MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE THE PURCHASERS WITH
PRIOR NOTICE OF SUCH DISCLOSURE EXCEPT TO THE EXTENT SUCH PRIOR NOTICE IS
PROVIDED IN THIS AGREEMENT.
4.2 NON-PUBLIC INFORMATION.
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 TO DISCLOSURE OF SUCH INFORMATION
THE COMPANY IDENTIFIES SUCH INFORMATION AS BEING MATERIAL NONPUBLIC INFORMATION
AND PROVIDES SUCH PURCHASER WITH THE OPPORTUNITY TO ACCEPT OR REFUSE TO ACCEPT
SUCH MATERIAL NONPUBLIC INFORMATION FOR REVIEW AND ANY PURCHASER WISHING TO
OBTAIN SUCH INFORMATION SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE
CONFIDENTIALITY AND USE OF SUCH INFORMATION.
4.3 USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET PROCEEDS FROM THE SALE OF
THE SECURITIES HEREUNDER FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES.
4.4 INDEMNIFICATION OF PURCHASERS.
THE COMPANY WILL INDEMNIFY AND HOLD EACH
PURCHASER AND EACH PURCHASER'S AFFILIATES AND THE DIRECTORS, OFFICERS,
SHAREHOLDERS, PARTNERS, EMPLOYEES AND AGENTS OF EACH PURCHASER AND EACH
PURCHASER'S AFFILIATES (EACH, A "PURCHASER PARTY") HARMLESS FROM ANY AND ALL
LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES, 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 AS A RESULT OF OR RELATING TO: (A) ANY
MISREPRESENTATION, BREACH OR INACCURACY OF ANY OF THE REPRESENTATIONS,
WARRANTIES, COVENANTS OR AGREEMENTS MADE BY THE COMPANY IN THIS AGREEMENT OR IN
THE OTHER TRANSACTION DOCUMENTS; OR (B) ANY CAUSE OF ACTION, SUIT OR CLAIM
BROUGHT OR MADE AGAINST SUCH PURCHASER PARTY AND ARISING SOLELY OUT OF OR SOLELY
RESULTING FROM THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS
AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS AND WITHOUT CAUSATION BY ANY
OTHER ACTIVITY, OBLIGATION, CONDITION OR LIABILITY PERTAINING TO SUCH PURCHASER
PARTY. THE COMPANY WILL REIMBURSE SUCH PURCHASER PARTY FOR ITS REASONABLE LEGAL
AND OTHER EXPENSES (INCLUDING THE COST OF ANY INVESTIGATION, PREPARATION AND
TRAVEL IN CONNECTION THEREWITH) INCURRED IN CONNECTION THEREWITH, AS SUCH
EXPENSES ARE INCURRED.
4.5 RESERVATION OF COMMON STOCK.
AS OF THE DATE HEREOF, THE COMPANY HAS
RESERVED AND THE COMPANY SHALL CONTINUE TO RESERVE AND KEEP AVAILABLE AT ALL
TIMES,