(I) IF A COPY OF THE FINAL PROSPECTUS WAS NOT FURNISHED TO
THE PERSON ASSERTING THE LOSS, LIABILITY, CLAIM OR DAMAGE AT OR PRIOR TO THE
TIME SUCH ACTION AS REQUIRED BY THE SECURITIES ACT AND THE FINAL PROSPECTUS
WOULD HAVE CURED THE DEFECT GIVING RISE TO THE LOSS, LIABILITY, CLAIM OR DAMAGE
OR (II) TO THE EXTENT THAT SUCH UNTRUE STATEMENT, ALLEGED UNTRUE STATEMENT,
OMISSION OR ALLEGED OMISSION IS MADE IN RELIANCE ON AND IN CONFORMITY WITH
WRITTEN INFORMATION FURNISHED TO THE COMPANY BY THE UNDERWRITER FOR USE THEREIN.
(C)
THE STOCKHOLDER WILL, IF REGISTRABLE SHARES HELD BY THE
STOCKHOLDER ARE INCLUDED IN THE SECURITIES AS TO WHICH SUCH REGISTRATION,
QUALIFICATION OR COMPLIANCE IS BEING EFFECTED, INDEMNIFY THE COMPANY, EACH OF
ITS DIRECTORS AND OFFICERS, 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 SECTION 15 OF THE
SECURITIES ACT, AGAINST ALL EXPENSES, CLAIMS, LOSSES, DAMAGES AND LIABILITIES
(OR ACTIONS IN RESPECT THEREOF), INCLUDING ANY OF THE FOREGOING INCURRED IN
SETTLEMENT OF ANY LITIGATION (COMMENCED OR THREATENED), 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 ANY AMENDMENT OR SUPPLEMENT THERETO, INCIDENT TO SUCH
REGISTRATION, QUALIFICATION OR COMPLIANCE, OR ANY OMISSION (OR ALLEGED OMISSION)
TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING, AND, SEVERALLY, AND NOT JOINTLY, WILL REIMBURSE THE
COMPANY, SUCH DIRECTORS, OFFICERS, PERSONS, UNDERWRITERS OR CONTROL PERSONS FOR
ANY LEGAL AND 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 THE STOCKHOLDER EXPRESSLY FOR USE THEREIN.
NOTWITHSTANDING THE
FOREGOING, THE LIABILITY OF THE STOCKHOLDER UNDER THIS SECTION 4.1 SHALL BE
LIMITED TO AN AMOUNT EQUAL TO THE NET PROCEEDS RECEIVED BY THE STOCKHOLDER FROM
THE SALE OF SHARES IN SUCH REGISTRATION.
(D)
EACH PARTY ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 4.1 (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
PERMIT THE INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY
LITIGATION RESULTING THEREFROM, PROVIDED THAT COUNSEL FOR THE INDEMNIFYING
PARTY, WHO SHALL CONDUCT THE DEFENSE OF SUCH CLAIM OR LITIGATION, SHALL BE
APPROVED BY THE INDEMNIFIED PARTY (WHOSE APPROVAL SHALL NOT UNREASONABLY BE
WITHHELD), AND THE INDEMNIFIED PARTY MAY PARTICIPATE IN SUCH DEFENSE AT