(A)
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY SHALL, NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND
HOLD HARMLESS DAWSON, THE OFFICERS, DIRECTORS, AGENTS, INVESTMENT ADVISORS,
PARTNERS, MEMBERS AND EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS DAWSON
(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") (LOSSES SHALL NOT INCLUDE ANY
DIMINUTION IN VALUE OF THE REGISTRABLE SECURITIES), 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
5
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 DAWSON
FURNISHED IN WRITING TO THE COMPANY BY DAWSON EXPRESSLY FOR USE THEREIN, OR TO
THE EXTENT THAT SUCH INFORMATION RELATES TO DAWSON OR DAWSON'S PROPOSED METHOD
OF DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND EXPRESSLY
APPROVED IN WRITING BY DAWSON EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT,
SUCH PROSPECTUS OR SUCH FORM OF PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT
THERETO (IT BEING UNDERSTOOD THAT DAWSON HAS APPROVED ANNEX A HERETO FOR THIS
PURPOSE) OR (2) IN THE CASE OF AN OCCURRENCE OF AN EVENT OF THE TYPE SPECIFIED
IN SECTION 3(C)(II)-(V), THE USE BY DAWSON OF AN OUTDATED OR DEFECTIVE
PROSPECTUS AFTER THE COMPANY HAS NOTIFIED DAWSON IN WRITING THAT THE PROSPECTUS
IS OUTDATED OR DEFECTIVE AND PRIOR TO THE RECEIPT BY DAWSON OF AN ADVICE OR AN
AMENDED OR SUPPLEMENTED PROSPECTUS, BUT ONLY IF AND TO THE EXTENT THAT FOLLOWING
THE RECEIPT OF THE ADVICE OR THE AMENDED OR SUPPLEMENTED PROSPECTUS THE
MISSTATEMENT OR OMISSION GIVING RISE TO SUCH LOSS WOULD HAVE BEEN CORRECTED.
THE COMPANY SHALL NOTIFY DAWSON PROMPTLY OF THE INSTITUTION, THREAT OR ASSERTION
OF ANY PROCEEDING OF WHICH THE COMPANY IS AWARE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(B)
INDEMNIFICATION BY DAWSON. DAWSON SHALL,
SEVERALLY AND NOT JOINTLY, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, EACH PERSON WHO CONTROLS THE COMPANY
(WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF THE
EXCHANGE ACT), AND THE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES OF SUCH
CONTROLLING PERSONS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND
AGAINST ALL LOSSES, AS