EQUITY PURCHASE AGREEMENT
Exhibit 10.31
This Equity Purchase Agreement (this “Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), and Chicago Title Insurance Company (the “Purchaser”).
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of May 24, 2017, as amended (the “Merger Agreement”), pursuant to which an indirect, wholly owned subsidiary of the Company will merge with an into Fidelity & Guaranty Life, a Delaware corporation (“FGL”), with FGL surviving the merger as an indirect, wholly owned subsidiary of the Company (such merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”);
WHEREAS, the Company has entered into that certain Share Purchase Agreement, dated as of May 24, 2017, as amended (the “FSR Purchase Agreement”), pursuant to which FGL US Holdings Inc. will purchase from Front Street Re (Delaware) Ltd. 2,300 ordinary shares of Front Street Re (Cayman) Ltd. (“Cayman Co”), which represent all of the issued shares of Cayman Co, and 375,000 common shares of Front Street Re Ltd. (“Bermuda Co”), which represent all of the issued shares of Bermuda Co (the “FSR Purchase”);
WHEREAS, the Company has entered into equity purchase agreements with certain of FNF’s wholly owned subsidiaries (the “FNF Parties”), pursuant to which the Company shall issue and sell, and the FNF Parties shall purchase, on a private placement basis, an aggregate 3,586,000 Ordinary Shares (the “FNF Shares”) subject to the terms and conditions set forth therein in accordance with the Equity Commitment Letter and Investor Agreement;
WHEREAS, the Company has entered into an equity purchase agreement with Corvex Master Fund, LP (“Corvex”), pursuant to which the Company shall issue and sell, and Corvex shall purchase, on a private placement basis, an aggregate 2,000,000 Ordinary Shares (the “Corvex Shares”) subject to the terms and conditions set forth therein in accordance with the Equity Commitment Letter and Investor Agreement; and
WHEREAS, in connection with the Business Combination and the FSR Purchase, the Company has entered into an equity purchase agreement with a wholly owned subsidiary of Blackstone Tactical Opportunities Fund II L.P. (“Blackstone” and together with the Purchaser, the FNF Parties and Corvex, the “Subscribers”), for the issuance and sale of an aggregate of 22,500,000 Ordinary Shares (such Ordinary Shares together with FNF Shares, the Corvex Shares and the Shares, the “Subscription Shares”) to Blackstone at the closing of the Business Combination and the FSR Purchase.
(a) (i) The Company shall issue and sell to Purchaser, and Purchaser shall subscribe for and purchase from the Company, 7,644,587 Ordinary Shares (the “FGL Shares”) for $10.00 per share, or an aggregate purchase price of $76,445,870 (the “FGL Purchase Price”) and (ii) the Company shall issue and sell to Purchaser, and Purchaser shall subscribe for and purchase from the Company, 269,413 Ordinary Shares (the “FSR Shares”, and together with the FGL Shares, collectively, the “Shares”) for $10.00 per share, or an aggregate purchase price of $2,694,130 (the “FSR Purchase Price”, together with the FGL Purchase Price, collectively, the “Purchase Price”) (such issuance, sale and purchase, the “Purchase”).
(b) On or prior to November 29, 2017, Purchaser shall deliver the Purchase Price to a designated escrow account at Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Escrow Account”), to be held on behalf of Purchaser until the Closing (as defined below) in cash via wire transfer of United States dollars in immediately available funds in accordance with the wire instructions provided by the Company.
(c) The closing of the Purchase contemplated hereby (the “Closing”) shall occur, (i) in the case of the purchase of the FGL Shares, immediately prior to the closing of the Business Combination (the “Business Combination Closing”) and (ii) in the case of the purchase of the FSR Shares, immediately prior to the FSR Purchase (the “FSR Purchase Closing”). At the Closing, (i) immediately prior to the Business Combination Closing, and conditioned upon the immediate subsequent closing of the Business Combination, the Company shall deliver to Purchaser the FGL Shares in exchange for the FGL Purchase Price held in the Escrow Account and (ii) immediately prior to the FSR Purchase Closing, and conditioned upon the immediate subsequent closing of the FSR Purchase, the Company shall deliver to Purchaser the FSR Shares in exchange for the FSR Purchase Price held in the Escrow Account.
(d) The Company shall register Purchaser as the owner of the Shares in the register of members of the Company and with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) business days after) the date on which the Closing occurs (the “Closing Date”).
(e) Each register and book entry for the Shares shall contain a notation, and each certificate (if any) evidencing the Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:
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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”
2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:
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3. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:
(a) Incorporation and Corporate Power.
(i) The Company is an exempted company duly incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.
(ii) Each Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. As used herein, “Subsidiary” means, with respect to any person, any corporation, partnership, joint venture, limited liability company or other entity (A) of which such person or a subsidiary of such person is a general partner or (B) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or persons performing similar functions with respect to such entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof; and “Company Subsidiary” means any Subsidiary of the Company.
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(i) As of the date hereof, the authorized share capital of the Company consists of:
(1) 400,000,000 Ordinary Shares, 69,000,000 of which are issued and outstanding, and 50,000,000 Class B ordinary shares, par value, $0.0001 per share, 15,000,000 of which are issued and outstanding. All of the issued and outstanding ordinary shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.
(2) 1,000,000 preferred shares, par value $0.0001 per share (“Preferred Shares”), none of which are issued and outstanding.
(ii) As of the Closing Date, the authorized share capital of the Company will consist of:
(1) 800,000,000 Ordinary Shares, 206,000,000 of which will be issued and outstanding.
(2) 100,000,000 Preferred Shares, 375,000 of which will be outstanding.
(i) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, liens, stamp taxes, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Shares will be issued in compliance with all applicable federal and state securities laws.
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(ii) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
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4. Additional Agreements and Acknowledgements of the Purchaser.
(i) The Purchaser hereby acknowledges that it is aware that the Company has established a trust account (the “Trust Account”) for the benefit of its public shareholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for liquidation rights, if any, the Purchaser may have in respect of any Ordinary Shares sold in the IPO (“Public Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
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5. Additional Agreements of the Company.
6. Purchase Price Return Right. (i) If the Business Combination does not close on or prior to November 30, 2017, then, at the written request of Purchaser, the Company shall promptly return the FGL Purchase Price to Purchaser from the Escrow Account and Purchaser will be excused from its obligation to subscribe for and purchase the FGL Shares pursuant to Section 1(a)(i) and (ii) if the FSR Purchase does not close on or prior to November 30, 2017, then, at the written request of Purchaser, the Company shall promptly return the FSR Purchase Price to Purchaser from the Escrow Account and Purchaser will be excused from its obligation to subscribe for and purchase the FSR Shares pursuant to Section 1(a)(ii).
(a) This Agreement shall terminate upon the earlier to occur of: (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) such date and time at which Purchaser has requested the return of the FGL Purchase Price and/or the FSR Purchase Price from the Company and received the FGL Purchase Price and/or the FSR Purchase Price (as applicable) from the Escrow Account pursuant to Section 6; or (iii) upon the mutual written agreement of the Company and the Purchaser.
(b) In the event of any termination of this Agreement pursuant to Section 7(a), the Purchase Price (and interest thereon, if any), if previously paid and not previously returned, and all Purchaser’s funds paid in connection herewith and not previously returned shall be promptly returned to Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).
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(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
PURCHASER: | ||
Chicago Title Insurance Company | ||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxx | ||
Title: Executive Vice President, General Counsel and | ||
Corporate Secretary | ||
COMPANY:
CF CORPORATION |
||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | ||
Title: Chief Financial Officer |
Purchaser Notice Information
Name | Address | Telephone | Facsimile | |||||
[Signature Page to Equity Purchase Agreement]
Registration Rights
1. Within thirty (30) days after the Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Subscription Shares and (y) any other equity security of the Company issued or issuable with respect to the securities referred to in clause (x) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration, the Company shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter, but in no event later than sixty (60) days thereafter, and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.
2. In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”) of the SEC from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that the Purchaser be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and such Purchaser does not consent in writing to being so named as an underwriter in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted by Staff and such Purchaser is not required to be named as an “underwriter”; provided, that any Registrable Securities not registered due to this paragraph 2 of this Exhibit A shall thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.
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3. If at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an underwritten offering of ordinary shares, or engage in an Underwritten Takedown off an existing registration statement (a “Company Offering”), then the Company will provide Subscribers (including the Purchaser) who have purchased at least 2,000,000 Subscription Shares (collectively, the “Piggyback Holders”) with notice in writing (an “Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include in the Registration Statement a minimum of 1,000,000 “Registrable Securities” (as defined under each Piggyback Holder’s equity purchase agreement) of each Piggyback Holder (collectively “Piggyback Securities”). Within five (5) Business Days (or, in the case of an Offer Notice delivered to the Purchaser or other Subscribers in connection with an Underwritten Takedown, within three (3) Business Days) after receiving the Offer Notice, the Piggyback Holders may make a written request to the Company to include some or all of the Piggyback Holders’ Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the Piggyback Holders based on the pro rata percentage of Piggyback Securities held by the Piggyback Holders and requested to be included in the Underwritten Offering. Notwithstanding anything to the contrary in this paragraph 3, the Company hereby agrees that it will not provide an Offer Notice to any other Subscriber unless such other Subscriber agrees in writing to treat the contents of such Offer Notice as material non-public information.
4. Within five (5) Business Days after receiving notice from CFS Holdings (Cayman), L.P. (“CFS”) of its request to effect an underwritten public offering pursuant to the forward purchase agreement, dated as of April 18, 2016, by and among the Company, CFS and CF Capital Growth, LLC (an “Underwritten Takedown”), the Company shall provide written notice thereof to the Purchaser. Within five (5) Business Days after receiving notice of the Underwritten Takedown, the Purchaser may make a written request to the Company to include some or all of the Purchaser’s Registrable Securities in the prospectus supplement relating to the Underwritten Takedown (the “Underwritten Takedown Prospectus”), and subject to the following sentence, the Company shall include such Registrable Securities and the securities requested by each other Subscriber who purchased at least 2,000,000 Subscription Shares and proposes to sell at least 1,000,000 Registrable Securities in the Underwritten Takedown (a “Requesting Holder”) to be included in the Underwritten Takedown (“Requesting Holder Securities”) in the Underwritten Takedown Prospectus. If the underwriter(s) for any Underwritten Takedown advise the Company that marketing factors require a limitation on the number of securities that may be included in the Underwritten Takedown Prospectus, the number of securities to be so included shall be allocated as follows: (i) first, to CFS; and (ii) second, to the Requesting Holders based on the pro rata percentage of Requesting Holder Securities held by the Requesting Holders and requested to be included in the Underwritten Offering. If the Purchaser is eligible and includes Registrable Securities in an Underwritten Takedown, it shall not have the ability to withdraw such Registrable Securities from such offering without the consent of CFS, it being understood that the terms of the offering may not be known at the time of notice of such Underwritten Takedown and that CFS shall have the sole discretion to approve such terms (and the Purchaser shall not have the right to make any determinations other than whether they wish to include their Registrable Securities in the prospectus supplement). In this regard, by electing to include securities on such offering, the Purchaser agrees to cooperate with the Company and CFS in furtherance of such offering, including entering into such customary agreements and take all such actions (including supplying all reasonably requested information) within 48 hours of a reasonable request by the Company, underwriters or CFS.
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5. The determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Underwritten Takedown Prospectus will be an underwritten offering shall be made in the sole discretion of Purchaser, after consultation with the Company, and Purchaser shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees (and the Piggyback Holders or Requesting Holders (as applicable) shall not have the right to make any determinations other than whether they wish to include their Requesting Holder Securities in the prospectus supplement). Purchaser shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).
6. In connection with any underwritten offering, the Company shall enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables.
7. The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 6, “Registration Expenses” shall mean the out-of-pocket expenses of a Company Offering or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Underwritten Shelf Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by Purchaser who will represent all the selling shareholders.
8. The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s xxxxxxx xxxxxxx policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after the date of such notice to the Purchaser; provided such period may be extended for an additional thirty (30) days with the consent of a majority-in-interest of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not be unreasonably withheld; provided further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to be concluded as promptly as reasonably practicable.
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9. The Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.
10. The Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers, employees, agents, and representatives of the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the Purchaser.
11. The Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing to the Company in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several, for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities pursuant to the Resale Shelf.
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12. The Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request and registered in such names as the Purchaser may request.
13. If requested by tje Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice,(i) incorporate in a prospectus supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable Securities.
14. As long as the Purchaser owns Registrable Securities, the Company, at all times while it shall be reporting under the Securities Exchange Act of 1934, as amended, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and to promptly furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s XXXXX system. The Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the extent required from time to time, to enable the Purchaser to sell the Shares held by the Purchaser without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements.
15. The rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any permitted transferee or assignee.
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