Item 1.01 Entry into a Material Definitive Agreement.
On
The Company and the Buyers made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. The Company also agreed to indemnify the Buyers and all of their officers, directors, employees and agents from and against any and all losses, liabilities and damages, and expenses in connection therewith, as a result of to (a) any material breach of any covenant, agreement or obligation of the Company contained in the Agreement, or (b) any cause of action, suit or claim brought or made against such person and arising out of or resulting from the execution, delivery, performance or enforcement of the Agreement. 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 applicable law.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the complete text of the form of the Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The issuance of the Shares pursuant to the Agreement is intended to be exempt
from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D
and/or Regulation S as promulgated by the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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