CORPORATE DOCUMENTS
AND PROPERTIES OF THE COMPANY, AS SHALL BE REASONABLY NECESSARY TO ENABLE THEM
TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY, AND CAUSE THE COMPANY'S
OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION REASONABLY REQUESTED
BY ANY SUCH INSPECTOR IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(J)
ENTER INTO ANY REASONABLE UNDERWRITING
AGREEMENT REQUIRED BY THE PROPOSED UNDERWRITER(S) FOR THE SELLING HOLDERS, IF
ANY;
(K)
CAUSE THE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT TO BE LISTED ON THE SECURITIES EXCHANGE OR QUOTED ON THE
QUOTATION SYSTEM ON WHICH THE COMMON STOCK OF THE COMPANY IS THEN LISTED OR
QUOTED; AND
(L)
DURING THE PERIOD WHEN THE PROSPECTUS IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, FILE ALL DOCUMENTS REQUIRED
TO BE FILED WITH THE COMMISSION PURSUANT TO SECTIONS 13(A), 13(C), 14, OR 15(D)
OF THE EXCHANGE ACT.
5
5.
Expenses.
All expenses incurred by the Company or the holders of Registrable Securities in
effecting the registrations provided for in Sections 2 and 3, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, and one counsel for the holders
participating in such registration as a group (selected by a majority in
interest of the holders of Registrable Securities who participate in the
registration), underwriting expenses (other than fees, commissions or
discounts), expenses of any audits incident to or required by any such
registration and expenses of complying with the securities or blue sky laws of
any jurisdictions (all of such expenses referred to as "Registration Expenses"),
shall be paid by the Company.
6.
Indemnification.
(A)
THE COMPANY SHALL INDEMNIFY AND HOLD
HARMLESS EACH SELLING HOLDER OF REGISTRABLE SECURITIES, EACH UNDERWRITER (AS
DEFINED IN THE SECURITIES ACT), AND DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF
ANY OF THEM, AND EACH OTHER PERSON WHO PARTICIPATES IN THE OFFERING OF SUCH
SECURITIES AND EACH OTHER PERSON, IF ANY, WHO CONTROLS (WITHIN THE MEANING OF
THE SECURITIES ACT) SUCH SELLER, UNDERWRITER OR PARTICIPATING PERSON
(INDIVIDUALLY AND COLLECTIVELY, THE "INDEMNIFIED PERSON") AGAINST ANY LOSSES,
CLAIMS, DAMAGES, EXPENSES OR LIABILITIES (COLLECTIVELY, THE "LIABILITY"), JOINT
OR SEVERAL, TO WHICH SUCH INDEMNIFIED PERSON MAY BECOME SUBJECT UNDER THE
SECURITIES ACT OR ANY OTHER STATUTE OR AT COMMON LAW, INSOFAR AS SUCH LIABILITY
(OR ACTION IN RESPECT THEREOF) ARISES OUT OF OR IS BASED UPON (I) ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED, ON THE
EFFECTIVE DATE THEREOF, IN ANY REGISTRATION STATEMENT UNDER WHICH SUCH
SECURITIES WERE REGISTERED UNDER THE SECURITIES ACT, ANY PRELIMINARY PROSPECTUS
OR FINAL PROSPECTUS CONTAINED THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO,
OR (II) ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, OR (III) ANY VIOLATION BY THE COMPANY OF THE SECURITIES ACT, ANY
STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SALE OR REGULATION THEREUNDER IN
CONNECTION WITH SUCH REGISTRATION.
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 6(D), THE COMPANY SHALL REIMBURSE EACH SUCH INDEMNIFIED