Common use of Due Diligence Review Clause in Contracts

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide, a copy of their respective liability insurance policies. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide, provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investors, advisors to and representatives of the Investor Investors (who may or may not be affiliated with the Investor Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor Investors pursuant to the Registration Statement, any Supplemental Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the InvestorInvestors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investors. Nothing herein shall require the Company to disclose nonpublic information to the Investors or their advisors or representatives, and the Company represents that it does not disseminate nonpublic information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company shall providewill, as hereinabove provided, immediately notify the advisors and representatives of the Investors and, if any, underwriters, of any event or cause its Authorized Law Firm the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and Authorized Auditor to providesuch persons or entities), a copy of their respective liability insurance policies. Prior to filing which, if not disclosed in the initial Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4 shall be construed to mean that such persons or entities other than the Investors (without the written consent of the Investors prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement and the Purchase Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investors the nature of the specific event or circumstances constituting any nonpublic information discovered by such advisors or representatives in the course of their due diligence without the written consent of the Investors prior to disclosure of such information. The Investors' advisors or representatives shall make complete disclosure to the Investors' independent counsel of all events or circumstances constituting nonpublic information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investors as to the accuracy of the Registration Statement and related Prospectus. In the event after such consultation the Investors' independent counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall provide file with the SEC an amendment to the Investor Registration Statement responsive to such alleged untrue statement or omission and provide the Investors, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, or (b) if the Company disputes the existence of any such material misstatement or omission, (i) a schedule setting forth all of the Indebtedness of Company's independent counsel shall provide the Company Investor's independent counsel with an opinion stating that nothing has come to their attention that would lead them to believe that the Registration Statement or the related Prospectus, as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) a schedule setting forth in the fully diluted capitalization event the dispute relates to the adequacy of financial disclosure and the Investors shall reasonably request, the Company's independent auditors shall provide to the Company a letter outlining the performance of such "agreed upon procedures" as of shall be reasonably requested by the date of Investors and the schedule (Company shall provide the “Capitalization Schedule”), along Investors with a signed certification from an authorized officer copy of the Company certifying that each such schedule is true and correct as of the date thereofletter.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide, a copy of their respective liability insurance policies. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide, provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof. The Investor shall keep confidential and cause its representatives to keep confidential any and all information submitted by the Company and its representatives for the purpose of the Due Diligence Review.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, and the Company represents that it does not disseminate nonpublic information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by any such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any nonpublic information discovered by such advisors or representatives in the course of their due diligence without the written consent of the Investor prior to disclosure of such information. The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel of all events or circumstances constituting nonpublic information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investor as to the accuracy of the Registration Statement and related Prospectus. In the event after such consultation the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) and the dispute relates to information other than financial statements, schedules and other financial or statistical information included or incorporated by reference therein, the Company's independent counsel shall provide the Investor's independent counsel with a letter (customary in form and scope as provided to an underwriter in an underwritten public offering) stating that, without independently checking the accuracy or completeness of, or cause its Authorized Law Firm and Authorized Auditor to provideotherwise verifying, a copy any statements of their respective liability insurance policies. Prior to filing fact contained in the initial Registration Statement, nothing has come to their attention that would lead them to believe that the Company shall provide to Registration Statement or the Investor (i) a schedule setting forth all of the Indebtedness of the Company related Prospectus, as of the date of such letter, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) and the circumstances in which they were made, not misleading or (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the letter referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel letter or a copy of the Company as letter of the date Company's independent auditors referenced above, as applicable, or (iii) the obligation of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer Investor to purchase shares of the Company certifying that each such schedule is true and correct as of the date thereofCommon Stock pursuant to this Agreement shall terminate.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), or any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA sky or other filing, NASD filing all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such reasonably related to the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, the Company will immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement. In the event that the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) unless a suspension pursuant to Section 2.5(a)(iii) is in effect, the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm as promptly as practicable, with copies of the Registration Statement and Authorized Auditor to providerelated Prospectus, a copy of their respective liability insurance policies. Prior to filing the initial Registration Statementas so amended, (b) if the Company shall provide to disputes the Investor existence of any such material misstatement or omission, (i) the Company's independent counsel shall provide the Investor's independent counsel with a schedule setting forth all of letter stating that nothing has come to their attention that would lead them to believe that the Indebtedness of Registration Statement or the Company related Prospectus, as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) the Investor's obligation to purchase during the relevant Investment Period shall be suspended as if the Company had provided notice pursuant to Section 2.5(a)(iii) until such dispute is resolved. The Investor hereby agrees to hold harmless the Company's independent auditors from any liability that may arise out of the schedule delivery of an "agreed upon procedures" letter pursuant to clause (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofb)(ii) above.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company shall provideidentifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or cause its Authorized Law Firm refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and Authorized Auditor representatives to provide, enter into a copy confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of their respective liability insurance policies. Prior time as they are in possession of nonpublic information) in form reasonably satisfactory to filing the initial Registration Statement, the Company and the Investor. Nothing herein shall provide require the Company to disclose nonpublic information to the Investor (i) a schedule setting forth all of the Indebtedness of or its advisors or representatives, and the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of represents that it does not disseminate nonpublic information to any investors who purchase stock in the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.in a

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), or any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA sky or other filing, NASD filing all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such reasonably related to the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, PROVIDED, however, that notwithstanding anything herein to the contrary, the Company will immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement. In the event that the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) unless a suspension pursuant to Section 2.5(a)(iii) is in effect, the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm as promptly as practicable, with copies of the Registration Statement and Authorized Auditor to providerelated Prospectus, a copy of their respective liability insurance policies. Prior to filing the initial Registration Statementas so amended, (b) if the Company shall provide to disputes the Investor existence of any such material misstatement or omission, (i) the Company's independent counsel shall provide the Investor's independent counsel with a schedule setting forth all of letter stating that nothing has come to their attention that would lead them to believe that the Indebtedness of Registration Statement or the Company related Prospectus, as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) the Investor's obligation to purchase during the relevant Investment Period shall be suspended as if the Company had provided notice pursuant to Section 2.5(a)(iii) until such dispute is resolved. The Investor hereby agrees to hold harmless the Company's independent auditors from any liability that may arise out of the schedule delivery of an "agreed upon procedures" letter pursuant to clause (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofb)(ii) above.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide, a copy of their respective liability insurance policies. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.. 25

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), or any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA sky or other filing, NASD filing all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such reasonably related to the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall providerequire the Company to disclose nonpublic information to the Investor or its advisors or representatives, provided, however, that notwithstanding anything herein to the contrary, the Company will immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or cause its Authorized Law Firm the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and Authorized Auditor to providesuch persons or entities), a copy of their respective liability insurance policies. Prior to filing which, if not disclosed in the initial Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the Company statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall provide be construed to mean that such persons or entities other than the Investor (i) a schedule setting forth all without the written consent of the Indebtedness Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement. In the event that the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.circumstances in which they were

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Purchasers, advisors to and representatives of the Investor Purchasers (who may or may not be affiliated with the Investor Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Investor Purchasers pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Reports and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the InvestorPurchasers or advisors to or representatives of the Purchasers unless, prior to disclosure of such information, the Company identifies such information as being non-public information and provides the Purchasers, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Purchasers' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Purchasers. Nothing herein shall providerequire the Company to disclose non-public information to the Purchasers, their advisors or cause its Authorized Law Firm representatives, and Authorized Auditor the Company represents that it does not disseminate non-public information to provideany Purchasers who purchase stock in the Company in a public offering, a copy of their respective liability insurance policies. Prior to filing money managers or to securities analysts, provided, however, that notwithstanding anything herein to the initial Registration Statementcontrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Purchasers and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall provide be construed to mean that such persons or entities other than the Purchasers (without the written consent of the Purchasers prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in no event shall the Purchasers' advisors or representatives disclose to the Investor Purchasers the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Purchasers prior to disclosure of such information). The Purchasers' advisors or representatives shall make complete disclosure to the Purchasers' independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Purchasers' independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Purchasers' independent counsel believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (x) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Purchasers, as promptly as practicable with copies of the Registration Statement and related prospectus, as so amended, (y) if the Company disputes the existence of any such material misstatement or omission, (i) a schedule setting forth all of the Indebtedness of Company's independent counsel shall provide the Company Purchasers' independent counsel with an opinion stating that nothing has come to their attention that would lead them to believe that the Registration Statement or the related prospectus, as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) a schedule setting forth in the fully diluted capitalization event the dispute relates to the adequacy of financial disclosure, and at the reasonable request of the Purchasers, the Company's independent auditors shall provide to the Company a letter outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Purchasers and the Company shall provide the Purchasers with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Purchasers, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Purchasers' independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Purchasers the opinion of the date Company's independent counsel and a copy of the schedule letter of the Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at the end of such additional thirty (30) day period, if the dispute still exists between the Company's independent counsel and the Purchasers' independent counsel, either (i) the Company shall amend the Registration Statement as provided above, (ii) the Company shall provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the Purchasers to purchase shares of Common Stock pursuant to this Agreement shall terminate (the “Capitalization Schedule”"Termination Event"), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.