COMPANY, EXCEPT FOR ANY LIABILITY OWED TO SUCH PERSON FOR
SERVICES RENDERED, OR IF ANY JUDGMENT OR OTHER
13
LIABILITY IS INCURRED BY SUCH PERSON ORIGINATING FROM SERVICES RENDERED TO THE
COMPANY, OR THE COMPANY HAS INDEMNIFIED SUCH PERSON FROM LIABILITY.
SECTION 4.23.
FURTHER REPRESENTATION AND WARRANTIES
OF THE COMPANY.
FOR SO LONG AS ANY SECURITIES ISSUABLE HEREUNDER HELD BY THE
INVESTOR REMAIN OUTSTANDING, THE COMPANY ACKNOWLEDGES, REPRESENTS, WARRANTS AND
AGREES THAT IT WILL MAINTAIN THE LISTING OF ITS COMMON STOCK ON THE PRINCIPAL
MARKET.
SECTION 4.24.
OPINION OF COUNSEL.
INVESTOR SHALL
RECEIVE AN OPINION LETTER FROM COUNSEL TO THE COMPANY ON THE DATE HEREOF.
SECTION 4.25.
OPINION OF COUNSEL.
THE COMPANY WILL
OBTAIN FOR THE INVESTOR, AT THE COMPANY'S EXPENSE, ANY AND ALL OPINIONS OF
COUNSEL WHICH MAY BE REASONABLY REQUIRED IN ORDER TO SELL THE SECURITIES
ISSUABLE HEREUNDER WITHOUT RESTRICTION.
SECTION 4.26.
DILUTION.
THE COMPANY IS AWARE AND
ACKNOWLEDGES THAT ISSUANCE OF SHARES OF THE COMPANY'S COMMON STOCK COULD CAUSE
DILUTION TO EXISTING SHAREHOLDERS AND COULD SIGNIFICANTLY INCREASE THE
OUTSTANDING NUMBER OF SHARES OF COMMON STOCK.
ARTICLE V.
INDEMNIFICATION
The Investor and the Company represent to the other the following with respect
to itself:
SECTION 5.1.
INDEMNIFICATION.
(A)
IN CONSIDERATION OF THE INVESTOR'S
EXECUTION AND DELIVERY OF THIS AGREEMENT, AND IN ADDITION TO ALL OF THE
COMPANY'S OTHER OBLIGATIONS UNDER THIS AGREEMENT, THE COMPANY SHALL DEFEND,
PROTECT, INDEMNIFY AND HOLD HARMLESS THE INVESTOR, AND ALL OF ITS OFFICERS,
DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS (INCLUDING, WITHOUT LIMITATION, THOSE
RETAINED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT)
(COLLECTIVELY, THE "INVESTOR INDEMNITEES") FROM AND AGAINST ANY AND ALL ACTIONS,
CAUSES OF ACTION, SUITS, CLAIMS, LOSSES, COSTS, PENALTIES, FEES, LIABILITIES AND
DAMAGES, AND EXPENSES IN CONNECTION THEREWITH (IRRESPECTIVE OF WHETHER ANY SUCH
INVESTOR INDEMNITEE IS A PARTY TO THE ACTION FOR WHICH INDEMNIFICATION HEREUNDER
IS SOUGHT), AND INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS (THE
"INDEMNIFIED LIABILITIES"), INCURRED BY THE INVESTOR INDEMNITEES OR ANY OF THEM
AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY MISREPRESENTATION OR
BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY IN THIS AGREEMENT
OR THE REGISTRATION RIGHTS AGREEMENT OR ANY OTHER CERTIFICATE, INSTRUMENT OR
DOCUMENT CONTEMPLATED HEREBY OR THEREBY, (B) ANY BREACH OF ANY COVENANT,
AGREEMENT OR OBLIGATION OF THE COMPANY CONTAINED IN THIS AGREEMENT OR THE
REGISTRATION RIGHTS AGREEMENT OR ANY OTHER CERTIFICATE, INSTRUMENT OR DOCUMENT
CONTEMPLATED HEREBY OR THEREBY, OR (C) ANY CAUSE OF ACTION, SUIT OR CLAIM
BROUGHT OR MADE AGAINST SUCH INVESTOR INDEMNITEE NOT ARISING OUT OF ANY ACTION
OR INACTION OF AN INVESTOR INDEMNITEE, AND ARISING OUT OF OR RESULTING FROM THE
EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED PURSUANT HERETO BY ANY OF THE
INVESTOR INDEMNITEES.
TO THE EXTENT THAT THE FOREGOING UNDERTAKING BY THE
COMPANY MAY BE UNENFORCEABLE FOR ANY REASON, THE COMPANY SHALL MAKE THE MAXIMUM
CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED
LIABILITIES, WHICH IS PERMISSIBLE UNDER