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.
IN NO
EVENT SHALL THE COMPANY BE RESPONSIBLE FOR ANY BROKER OR SIMILAR COMMISSIONS OF
ANY HOLDER OR, EXCEPT TO THE EXTENT PROVIDED FOR IN THE TRANSACTION DOCUMENTS,
ANY LEGAL FEES OR OTHER COSTS OF THE HOLDERS.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE COMPANY SHALL,
NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS
EACH HOLDER, THE OFFICERS, DIRECTORS, AGENTS, PARTNERS, MEMBERS, MANAGERS,
SHAREHOLDERS, AFFILIATES AND EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS
ANY SUCH HOLDER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR
SECTION 20 OF THE EXCHANGE ACT) AND THE OFFICERS, DIRECTORS, PARTNERS, MEMBERS,
MANAGERS, SHAREHOLDERS, 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 INVESTIGATION AND REASONABLE ATTORNEYS'
FEES) AND EXPENSES (COLLECTIVELY, "LOSSES"), AS INCURRED, ARISING OUT OF OR
RELATING TO (I) 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 (IT BEING UNDERSTOOD THAT
THE HOLDER HAS APPROVED ANNEX A HERETO FOR THIS PURPOSE) 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, OR (II) ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF THE
SECURITIES ACT, EXCHANGE ACT OR ANY STATE SECURITIES LAW, OR ANY RULE OR
REGULATION THEREUNDER, IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT (A)
SUCH UNTRUE STATEMENTS, ALLEGED UNTRUE STATEMENTS, OMISSIONS OR ALLEGED
OMISSIONS ARE BASED SOLELY UPON INFORMATION REGARDING SUCH HOLDER FURNISHED IN
WRITING TO THE COMPANY BY SUCH HOLDER EXPRESSLY FOR USE THEREIN, OR TO THE
EXTENT THAT SUCH INFORMATION RELATES TO SUCH HOLDER OR SUCH HOLDER'S PROPOSED
METHOD OF DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND APPROVED
BY SUCH HOLDER 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 EACH HOLDER HAS APPROVED ANNEX A HERETO FOR THIS PURPOSE) OR (B)
IN THE CASE OF AN OCCURRENCE OF AN EVENT OF THE TYPE SPECIFIED IN SECTION
3(C)(II)-(V), THE USE BY A HOLDER OF AN OUTDATED OR DEFECTIVE PROSPECTUS AFTER
THE COMPANY HAS NOTIFIED SUCH HOLDER IN WRITING THAT THE PROSPECTUS IS OUTDATED
OR DEFECTIVE AND PRIOR TO THE RECEIPT BY SUCH HOLDER OF ADVICE