STATEMENT OR THE PROSPECTUS OR IN ANY ISSUER FREE WRITING PROSPECTUS OR IN ANY
APPLICATION OR OTHER DOCUMENT EXECUTED BY OR ON BEHALF OF THE COMPANY OR BASED
ON WRITTEN INFORMATION FURNISHED BY OR ON BEHALF OF THE COMPANY FILED IN ANY
JURISDICTION IN ORDER TO QUALIFY THE SHARES UNDER THE SECURITIES LAWS THEREOF OR
FILED WITH THE COMMISSION, (II) THE OMISSION OR ALLEGED OMISSION TO STATE IN ANY
SUCH DOCUMENT A MATERIAL FACT REQUIRED TO BE STATED IN IT OR NECESSARY TO MAKE
THE STATEMENTS IN IT NOT MISLEADING OR (III) ANY BREACH BY ANY OF THE
INDEMNIFYING PARTIES OF ANY OF THEIR RESPECTIVE REPRESENTATIONS, WARRANTIES AND
AGREEMENTS CONTAINED IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS INDEMNITY
AGREEMENT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSS, CLAIM, LIABILITY,
EXPENSE OR DAMAGE ARISES FROM THE SALE OF THE PLACEMENT SHARES PURSUANT TO THIS
AGREEMENT AND IS CAUSED DIRECTLY OR INDIRECTLY BY AN UNTRUE STATEMENT OR
OMISSION MADE IN RELIANCE ON AND IN CONFORMITY WITH INFORMATION RELATING TO
EITHER AGENT.
THIS INDEMNITY AGREEMENT WILL BE IN ADDITION TO ANY LIABILITY
THAT THE COMPANY MIGHT OTHERWISE HAVE.
(B)
AGENT INDEMNIFICATION.
EACH AGENT AGREES
TO, SEVERALLY AND NOT JOINTLY, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS
DIRECTORS AND EACH OFFICER OF THE COMPANY WHO SIGNED THE REGISTRATION STATEMENT,
AND EACH PERSON, IF ANY, WHO (I) CONTROLS THE COMPANY WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT OR (II) IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH THE COMPANY AGAINST ANY AND ALL
LOSS, LIABILITY, CLAIM, DAMAGE AND EXPENSE DESCRIBED IN THE INDEMNITY CONTAINED
IN SECTION 10(C), AS INCURRED, BUT ONLY WITH RESPECT TO UNTRUE STATEMENTS OR
OMISSIONS, OR ALLEGED UNTRUE STATEMENTS OR OMISSIONS, MADE IN THE REGISTRATION
STATEMENT (OR ANY AMENDMENTS THERETO) OR THE PROSPECTUS (OR ANY AMENDMENT OR
SUPPLEMENT THERETO) IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION RELATING
TO SUCH AGENT AND FURNISHED TO THE COMPANY BY SUCH AGENT.
(C)
PROCEDURE.
ANY PARTY THAT PROPOSES TO
ASSERT THE RIGHT TO BE INDEMNIFIED UNDER THIS SECTION 10 WILL, PROMPTLY AFTER
RECEIPT OF NOTICE OF COMMENCEMENT OF ANY ACTION AGAINST SUCH PARTY IN RESPECT OF
WHICH A CLAIM IS TO BE MADE AGAINST AN INDEMNIFYING PARTY OR PARTIES UNDER THIS
SECTION 10, NOTIFY EACH SUCH INDEMNIFYING PARTY OF THE COMMENCEMENT OF SUCH
ACTION, ENCLOSING A COPY OF ALL PAPERS SERVED, BUT THE OMISSION SO TO NOTIFY
SUCH INDEMNIFYING PARTY WILL NOT RELIEVE THE INDEMNIFYING PARTY FROM (I) ANY
LIABILITY THAT IT MIGHT HAVE TO ANY
24
INDEMNIFIED PARTY OTHERWISE THAN UNDER THIS SECTION 10 AND (II) ANY LIABILITY
THAT IT MAY HAVE TO ANY INDEMNIFIED PARTY UNDER THE FOREGOING PROVISION OF THIS
SECTION 10 UNLESS, AND ONLY TO THE EXTENT THAT, SUCH OMISSION RESULTS IN THE
FORFEITURE OF SUBSTANTIVE RIGHTS OR DEFENSES BY THE INDEMNIFYING PARTY.
IF ANY
SUCH ACTION IS BROUGHT AGAINST ANY INDEMNIFIED PARTY AND IT NOTIFIES THE
INDEMNIFYING PARTY OF ITS COMMENCEMENT, THE INDEMNIFYING PARTY WILL BE