DELIVERED BY SUCH HOLDER UNDER
THE SECURITIES ACT IN CONNECTION WITH SUCH PURCHASE, THERE WAS NOT SENT OR GIVEN
TO SUCH PERSON, AT OR PRIOR TO THE WRITTEN CONFIRMATION OF THE SALE OF SUCH
REGISTRABLE SECURITIES TO SUCH PERSON, A COPY OF THE FINAL PROSPECTUS THAT
CORRECTS SUCH UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR
ALLEGED OMISSION IF THE COMPANY HAD PREVIOUSLY FURNISHED COPIES THEREOF TO SUCH
HOLDER OR (Y) USE OF A REGISTRATION STATEMENT OR THE RELATED PROSPECTUS DURING A
PERIOD WHEN A STOP ORDER HAS BEEN ISSUED IN RESPECT OF SUCH REGISTRATION
STATEMENT OR ANY PROCEEDINGS FOR THAT PURPOSE HAVE BEEN INITIATED OR USE OF A
PROSPECTUS WHEN USE OF SUCH PROSPECTUS HAS BEEN SUSPENDED PURSUANT TO
SECTIONS 2.5(E) OR (I); PROVIDED THAT IN EACH CASE, THAT SUCH HOLDER RECEIVED
PRIOR WRITTEN NOTICE OF SUCH STOP ORDER, INITIATION OF PROCEEDINGS OR SUSPENSION
FROM THE COMPANY.
IN NO EVENT, HOWEVER, SHALL THE COMPANY BE LIABLE FOR
INDIRECT, INCIDENTAL OR CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND.
(B)
IN CONNECTION WITH THE FILING OF THE REGISTRATION STATEMENT BY THE COMPANY
PURSUANT TO THIS AGREEMENT, THE HOLDERS WILL FURNISH TO THE COMPANY IN WRITING
SUCH INFORMATION AS THE COMPANY REASONABLY REQUESTS FOR USE IN CONNECTION WITH
SUCH REGISTRATION STATEMENT AND THE RELATED PROSPECTUS AND, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE HOLDERS WILL INDEMNIFY AND HOLD HARMLESS THE
COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND EACH UNDERWRITER,
IF ANY, AND ANY PERSON WHO CONTROLS SUCH UNDERWRITER (WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT), FROM AND AGAINST ANY LOSSES, SEVERALLY BUT
NOT JOINTLY, AND ANY ACTION IN RESPECT THEREOF TO WHICH THE COMPANY OR ITS
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, MAY BECOME SUBJECT UNDER THE
SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS OR PROCEEDINGS,
WHETHER COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED
UPON (I) THE PURCHASE OR SALE OF REGISTRABLE SECURITIES DURING A SUSPENSION AS
SET FORTH IN SECTION 2.5(E) OR SECTION 2.5(I) IN EACH CASE AFTER RECEIPT OF
WRITTEN NOTICE OF SUCH SUSPENSION, (II) ANY UNTRUE OR
9
ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE REGISTRATION
STATEMENT, PROSPECTUS OR PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR
SUPPLEMENT THERETO, OR (III) ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, BUT, WITH RESPECT TO CLAUSES (II) AND (III) ABOVE, ONLY TO THE
EXTENT THAT SUCH UNTRUE STATEMENT OR OMISSION IS MADE IN SUCH REGISTRATION
STATEMENT, ANY SUCH PROSPECTUS OR PRELIMINARY OR SUMMARY PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO, IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION PREPARED AND FURNISHED TO THE COMPANY BY SUCH HOLDER EXPRESSLY FOR
USE THEREIN OR BY FAILURE OF SUCH HOLDER TO DELIVER A COPY OF THE REGISTRATION
STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND SUCH
HOLDER WILL REIMBURSE THE COMPANY FOR ANY REASONABLE LEGAL OR ANY OTHER