SUBJECT INSOFAR AS SUCH CLAIMS (OR ACTIONS OR PROCEEDINGS, WHETHER COMMENCED OR
THREATENED, IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON: (I) ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT IN A REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO OR IN ANY FILING MADE IN
CONNECTION WITH THE QUALIFICATION OF THE OFFERING UNDER THE SECURITIES OR OTHER
"BLUE SKY" LAWS OF ANY JURISDICTION IN WHICH REGISTRABLE SECURITIES ARE OFFERED
("BLUE SKY FILING"), OR THE OMISSION OR ALLEGED OMISSION TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING, (II) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN ANY PRELIMINARY, FINAL, SUMMARY OR FREE WRITING
PROSPECTUS (AS AMENDED OR SUPPLEMENTED, IF THE COMPANY FILES ANY AMENDMENT
THEREOF OR SUPPLEMENT THERETO WITH THE SEC) OR THE OMISSION OR ALLEGED OMISSION
TO STATE THEREIN ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THE STATEMENTS THEREIN WERE
MADE, NOT MISLEADING, (III) ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF
THE 1933 ACT, THE 1934 ACT, ANY OTHER LAW, INCLUDING ANY STATE SECURITIES LAW,
OR ANY RULE OR REGULATION THEREUNDER RELATING TO THE OFFER OR SALE OF THE
REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT OR (IV) ANY BREACH,
DEFAULT OR VIOLATION OF THIS AGREEMENT BY THE COMPANY (THE MATTERS IN THE
FOREGOING CLAUSES (I) THROUGH (IV), COLLECTIVELY, "VIOLATIONS").
SUBJECT TO
SECTION 6(C), THE COMPANY SHALL REIMBURSE THE INDEMNIFIED PERSONS, PROMPTLY AS
SUCH EXPENSES ARE INCURRED AND ARE DUE AND PAYABLE, FOR ANY LEGAL FEES OR OTHER
EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING ANY SUCH CLAIM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THE INDEMNIFICATION AGREEMENT CONTAINED IN THIS SECTION 6(A) AND THE
CONTRIBUTION AGREEMENT CONTAINED IN SECTION 7: (I) SHALL NOT APPLY TO A CLAIM BY
AN INDEMNIFIED PERSON ARISING OUT OF OR BASED SOLELY UPON A VIOLATION WHICH
OCCURS IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING
TO THE COMPANY BY SUCH INDEMNIFIED PERSON FOR SUCH INDEMNIFIED PERSON EXPRESSLY
FOR USE IN CONNECTION WITH THE PREPARATION OF THE REGISTRATION STATEMENT OR ANY
SUCH AMENDMENT THEREOF OR SUPPLEMENT THERETO OR ANY PRELIMINARY, FINAL, SUMMARY
OR FREE WRITING PROSPECTUS OR ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO, IF
SUCH REGISTRATION STATEMENT OR PRELIMINARY, FINAL, SUMMARY OR FREE WRITING
PROSPECTUS WAS TIMELY MADE AVAILABLE BY THE COMPANY PURSUANT TO SECTION 3(D) AND
(II) SHALL NOT APPLY TO AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM IF SUCH
SETTLEMENT IS EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
SUCH INDEMNITY SHALL REMAIN IN FULL
FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF THE
INDEMNIFIED PERSON AND SHALL SURVIVE THE TRANSFER OF THE REGISTRABLE SECURITIES
BY THE INVESTORS PURSUANT TO SECTION 9.
(B)
EACH INVESTOR COVERED BY A REGISTRATION STATEMENT AGREES TO
SEVERALLY AND NOT JOINTLY INDEMNIFY, HOLD HARMLESS AND