REGISTRABLE
SECURITIES ARE SOLD PURSUANT TO A REGISTRATION STATEMENT.
THE FEES AND EXPENSES
REFERRED TO IN THE FOREGOING SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL
REGISTRATION AND FILING FEES (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES
(A) WITH RESPECT TO FILINGS REQUIRED TO BE MADE WITH ANY TRADING MARKET ON WHICH
THE COMMON STOCK IS THEN LISTED FOR TRADING, AND (B) IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS), (II) PRINTING EXPENSES
5
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Borrower and (v) fees and expenses of all other Persons retained by the Borrower
in connection with the consummation of the transactions contemplated by this
Agreement.
In addition, the Borrower shall be responsible for all of its
internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE BORROWER.
THE
BORROWER SHALL, NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND
HOLD HARMLESS THE HOLDER, THE OFFICERS, DIRECTORS, AGENTS, INVESTMENT ADVISORS
AND EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS HOLDER (WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT)
AND THE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF EACH SUCH CONTROLLING
PERSON, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ANY
AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS (INCLUDING, WITHOUT
LIMITATION, REASONABLE COSTS OF PREPARATION AND REASONABLE ATTORNEYS' FEES) AND
EXPENSES (COLLECTIVELY, "LOSSES"), AS INCURRED, ARISING OUT OF OR RELATING TO
ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF PROSPECTUS OR IN ANY
AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY PROSPECTUS, OR ARISING OUT
OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF
ANY PROSPECTUS OR FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, EXCEPT TO THE EXTENT,
BUT ONLY TO THE EXTENT, THAT (1) SUCH UNTRUE STATEMENTS OR OMISSIONS ARE BASED
SOLELY UPON INFORMATION REGARDING HOLDER FURNISHED IN WRITING TO THE BORROWER BY
HOLDER EXPRESSLY FOR USE THEREIN, OR TO THE EXTENT THAT SUCH INFORMATION RELATES
TO HOLDER OR HOLDER'S PROPOSED METHOD OF DISTRIBUTION OF REGISTRABLE SECURITIES
AND WAS REVIEWED AND EXPRESSLY APPROVED IN WRITING BY HOLDER EXPRESSLY FOR USE
IN THE REGISTRATION STATEMENT, SUCH PROSPECTUS OR SUCH FORM OF PROSPECTUS OR IN