EXPEDITE AND FACILITATE DISPOSITION BY EACH BUYER OF REGISTRABLE SECURITIES
PURSUANT TO A REGISTRATION STATEMENT.
4.
OBLIGATIONS OF THE BUYERS.
(A)
EACH BUYER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(D) SUCH
BUYER WILL IMMEDIATELY DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES
PURSUANT TO ANY REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES
UNTIL SUCH BUYER'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS CONTEMPLATED BY SECTION 3(D) OR RECEIPT OF NOTICE THAT NO SUPPLEMENT
OR AMENDMENT IS REQUIRED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY
SHALL CAUSE ITS TRANSFER AGENT TO DELIVER UNLEGENDED CERTIFICATES FOR SHARES OF
COMMON STOCK TO A TRANSFEREE OF A BUYER IN ACCORDANCE WITH THE TERMS OF THE
SECURITIES PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE OF REGISTRABLE
SECURITIES WITH RESPECT TO WHICH A BUYER HAS ENTERED INTO A CONTRACT FOR SALE
PRIOR TO THE BUYER'S RECEIPT OF A NOTICE FROM THE COMPANY OF THE HAPPENING OF
ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(D) AND FOR WHICH THE BUYER HAS NOT
YET SETTLED.
(B)
EACH BUYER COVENANTS AND AGREES THAT IT WILL COMPLY WITH THE
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS APPLICABLE TO IT OR AN
EXEMPTION THEREFROM IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT
TO THE REGISTRATION STATEMENT.
5.
EXPENSES OF REGISTRATION.
All expenses incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers, legal and accounting
fees shall be paid by the Company.
6.
INDEMNIFICATION.
With respect to Registrable Securities which are included in a Registration
Statement under this Agreement:
(A)
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL, AND
HEREBY DOES, INDEMNIFY, HOLD HARMLESS AND DEFEND EACH BUYER, THE DIRECTORS,
OFFICERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES OF, AND EACH PERSON, IF
ANY, WHO CONTROLS ANY BUYER WITHIN THE MEANING OF THE SECURITIES ACT OR THE
EXCHANGE ACT (EACH, AN "INDEMNIFIED PERSON"), AGAINST ANY LOSSES, CLAIMS,
DAMAGES, LIABILITIES, JUDGMENTS, FINES, PENALTIES, CHARGES, COSTS, REASONABLE
ATTORNEYS' FEES, AMOUNTS PAID IN SETTLEMENT OR EXPENSES, JOINT OR SEVERAL
(COLLECTIVELY, "CLAIMS") INCURRED IN INVESTIGATING, PREPARING OR DEFENDING ANY
ACTION, CLAIM, SUIT, INQUIRY, PROCEEDING, INVESTIGATION OR APPEAL TAKEN FROM THE
FOREGOING BY OR BEFORE ANY COURT OR GOVERNMENTAL, ADMINISTRATIVE OR OTHER
REGULATORY AGENCY, BODY OR THE SEC, WHETHER PENDING OR THREATENED, WHETHER OR
NOT AN INDEMNIFIED PARTY IS OR MAY BE A PARTY THERETO ("INDEMNIFIED DAMAGES"),
TO WHICH ANY OF THEM MAY BECOME SUBJECT INSOFAR AS SUCH CLAIMS (OR ACTIONS OR
PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISE OUT OF
OR ARE BASED UPON: (I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT IN A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT
THERETO OR IN ANY FILING MADE IN CONNECTION WITH THE QUALIFICATION OF THE
OFFERING UNDER THE SECURITIES OR OTHER "BLUE SKY" LAWS OF ANY JURISDICTION IN
WHICH REGISTRABLE SECURITIES ARE OFFERED ("BLUE SKY FILING"), OR THE OMISSION OR