UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENT THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, PURCHASER WILL IMMEDIATELY DISCONTINUE OFFERS AND SALES OF THE
SHARES UNDER THE REGISTRATION STATEMENT (UNTIL PURCHASER HAS RECEIVED COPIES OF
A SUPPLEMENTAL OR AMENDED PROSPECTUS OR PROSPECTUS SUPPLEMENT THAT CORRECTS THE
MISSTATEMENTS OR OMISSIONS AND RECEIVED NOTICE THAT ANY POST-EFFECTIVE AMENDMENT
HAS BECOME EFFECTIVE OR UNLESS NOTIFIED BY THE COMPANY THAT PURCHASER MAY RESUME
SUCH OFFERS AND SALES).
IF SO DIRECTED BY THE COMPANY, PURCHASER WILL USE ITS
REASONABLE BEST EFFORTS TO DELIVER TO THE COMPANY ANY COPIES OF THE PROSPECTUS,
OTHER THAN PERMANENT FILE COPIES THEN IN PURCHASER'S POSSESSION, COVERING THE
SHARES IN ITS POSSESSION AT THE TIME OF RECEIPT OF SUCH NOTICE.
EXCEPT AS
REQUIRED BY LAW, PURCHASER AGREES TO KEEP CONFIDENTIAL THE FACT THAT THE COMPANY
HAS EXERCISED ITS RIGHTS UNDER THIS SECTION 6.4 AND ALL FACTS AND CIRCUMSTANCES
RELATING TO SUCH EXERCISE UNTIL SUCH INFORMATION IS MADE PUBLIC BY THE COMPANY.
(B)
IF ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO THE
EXCHANGE ACT HAVE NOT BEEN FILED BY THE REQUIRED DATE WITHOUT REGARD TO ANY
EXTENSION, OR IF THE CONSUMMATION OF ANY BUSINESS COMBINATION BY THE COMPANY HAS
OCCURRED OR IS PROBABLE FOR
16
PURPOSES OF RULE 3-05 OR ARTICLE 11 OF REGULATION S-X UNDER THE ACT, UPON
WRITTEN NOTICE THEREOF BY THE COMPANY TO PURCHASER, THE RIGHTS OF PURCHASER TO
OFFER, SELL OR DISTRIBUTE ANY SHARES PURSUANT TO THE REGISTRATION STATEMENT OR
TO REQUIRE THE COMPANY TO TAKE ACTION WITH RESPECT TO THE REGISTRATION STATEMENT
PURSUANT TO THIS AGREEMENT SHALL BE SUSPENDED UNTIL THE DATE ON WHICH THE
COMPANY HAS FILED SUCH REPORTS OR OBTAINED AND FILED THE FINANCIAL INFORMATION
REQUIRED BY RULE 3-05 OR ARTICLE 11 OF REGULATION S-X TO BE INCLUDED OR
INCORPORATED BY REFERENCE, AS APPLICABLE, IN SUCH REGISTRATION STATEMENT AND THE
COMPANY SHALL NOTIFY PURCHASER AS PROMPTLY AS PRACTICABLE WHEN SUCH SUSPENSION
IS NO LONGER REQUIRED; PROVIDED, THAT THE RIGHTS OF PURCHASER SHALL NOT BE
SUSPENDED PURSUANT TO THE PRECEDING CLAUSE MORE THAN FOUR (4) TIMES IN ANY
TWELVE (12) MONTH PERIOD AND IN NO EVENT FOR MORE THAN ONE HUNDRED AND TWENTY
(120) DAYS DURING THE SAME SUCH TWELVE (12) MONTH PERIOD.
THE COMPANY'S RIGHTS
TO SUSPEND ITS OBLIGATIONS UNDER THIS SECTION 6.4(B) SHALL BE IN ADDITION TO ITS
RIGHTS UNDER SECTION 6.4(A).
6.5
INDEMNIFICATION BY THE COMPANY.
THE COMPANY AGREES TO INDEMNIFY
AND HOLD HARMLESS PURCHASER AND, AS APPLICABLE, ITS AFFILIATES, PARTNERS,
MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS, AND EACH
PERSON, IF ANY, WHO CONTROLS PURCHASER WITHIN THE MEANING OF SECTION 15 OF THE
ACT OR SECTION 20 OF THE EXCHANGE ACT FROM AND AGAINST ANY AND ALL LOSSES,
CLAIMS, ACTIONS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE
FEES, EXPENSES AND DISBURSEMENTS OF ATTORNEYS AND OTHER PROFESSIONALS INCURRED
IN CONNECTION WITH INVESTIGATING, DEFENDING, SETTLING, COMPROMISING OR