SUCH HOLDER ARE INCLUDED IN THE SECURITIES AS TO WHICH SUCH
REGISTRATION, QUALIFICATION OR COMPLIANCE IS BEING EFFECTED, INDEMNIFY AND HOLD
HARMLESS THE COMPANY, EACH OF ITS DIRECTORS AND OFFICERS, AGENTS AND EMPLOYEES,
EACH UNDERWRITER, IF ANY, OF THE COMPANY'S SECURITIES COVERED BY SUCH A
REGISTRATION STATEMENT, EACH PERSON WHO CONTROLS THE COMPANY OR SUCH UNDERWRITER
WITHIN THE MEANING OF THE SECURITIES ACT, AND EACH OTHER SUCH HOLDER, EACH OF
ITS OFFICERS, DIRECTORS AND PARTNERS AND EACH PERSON CONTROLLING SUCH HOLDER
WITHIN THE MEANING OF THE SECURITIES ACT, AGAINST ALL CLAIMS, LOSSES, DAMAGES
AND LIABILITIES (OR ACTIONS IN RESPECT THEREOF TO WHICH THEY MAY BECOME SUBJECT)
ARISING OUT OF OR BASED ON ANY UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF
A MATERIAL FACT CONTAINED IN ANY SUCH REGISTRATION STATEMENT, PROSPECTUS,
OFFERING CIRCULAR OR OTHER DOCUMENT, OR AMENDMENTS THERETO, OR ANY OMISSION (OR
ALLEGED OMISSION) TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN
IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, NOT MISLEADING, AND WILL REIMBURSE THE COMPANY, SUCH
HOLDERS, SUCH DIRECTORS, OFFICERS, PERSONS, UNDERWRITERS OR CONTROL PERSONS FOR
ANY LEGAL OR ANY OTHER EXPENSES REASONABLY INCURRED IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION, IN
EACH CASE TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT SUCH UNTRUE STATEMENT (OR
ALLEGED UNTRUE STATEMENT) OR OMISSION (OR ALLEGED OMISSION) IS MADE IN SUCH
REGISTRATION STATEMENT, PROSPECTUS, OFFERING CIRCULAR OR OTHER DOCUMENT IN
RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY AN INSTRUMENT EXECUTED BY SUCH HOLDER EXPRESSLY FOR USE IN CONNECTION
WITH SUCH REGISTRATION; PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF SUCH HOLDERS
HEREUNDER SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PROCEEDS TO EACH SUCH
HOLDER OF REGISTRABLE SECURITIES FROM THE SALE OF SUCH REGISTRABLE SECURITIES AS
CONTEMPLATED HEREIN.
(C)
EACH PARTY ENTITLED TO INDEMNIFICATION
UNDER THIS SECTION (THE "INDEMNIFIED PARTY") SHALL GIVE NOTICE TO THE PARTY
REQUIRED TO PROVIDE INDEMNIFICATION (THE "INDEMNIFYING PARTY") PROMPTLY AFTER
SUCH INDEMNIFIED PARTY HAS ACTUAL KNOWLEDGE OF ANY CLAIM AS TO WHICH INDEMNITY
MAY BE SOUGHT, AND SHALL DELIVER WRITTEN NOTICE TO THE INDEMNIFYING PARTY OF
COMMENCEMENT THEREOF.
THE INDEMNIFYING PARTY, AT ITS SOLE OPTION, MAY
PARTICIPATE IN OR ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY LITIGATION
RESULTING THEREFROM WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED
PARTY, AND THE INDEMNIFIED PARTY MAY PARTICIPATE IN SUCH DEFENSE AT INDEMNIFIED
PARTY'S EXPENSE.
(D)
THE INDEMNIFICATION PROVIDED FOR UNDER THIS
AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION
MADE BY OR ON BEHALF OF THE INDEMNIFIED PARTY OR ANY OFFICER, DIRECTOR OR
CONTROLLING PERSON OF SUCH INDEMNIFIED PARTY AND WILL SURVIVE THE TRANSFER OF
REGISTRABLE SECURITIES.
THE INDEMNIFYING PARTY ALSO AGREES TO MAKE SUCH
PROVISIONS, AS ARE REASONABLY REQUESTED BY AN INDEMNIFIED PARTY, FOR
CONTRIBUTION TO SUCH PARTY IN THE EVENT THE INDEMNIFYING PARTY'S INDEMNIFICATION
IS UNAVAILABLE FOR ANY REASON.
THE FAILURE OF ANY INDEMNIFIED PARTY TO GIVE