LAWS RELATED TO ANY REGISTRATION
STATEMENT RELATING TO THE OFFER AND SALE OF REGISTRABLE SECURITIES AND WITH ALL
APPLICABLE RULES AND REGULATIONS OF GOVERNMENTAL AUTHORITIES IN CONNECTION
THEREWITH (INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT, THE EXCHANGE ACT
AND THE RULES AND REGULATIONS PROMULGATED BY THE SEC).
SECTION 6.13.
FURTHER ASSURANCES. THE COMPANY
WILL TAKE ALL OTHER REASONABLE ACTIONS AS THE PURCHASERS OR THE UNDERWRITERS, IF
ANY, MAY REASONABLY REQUEST TO EXPEDITE AND FACILITATE DISPOSITION BY SUCH
PURCHASER OF THE REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT.
SECTION 6.14.
EXPENSES. THE COMPANY WILL BEAR
ALL REASONABLE EXPENSES, OTHER THAN UNDERWRITING DISCOUNTS AND COMMISSIONS, AND
TRANSFER TAXES, IF ANY, INCURRED IN CONNECTION WITH REGISTRATIONS, FILINGS OR
QUALIFICATIONS PURSUANT TO ARTICLE VI OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ALL REGISTRATION, LISTING AND QUALIFICATIONS FEES, PRINTERS AND
ACCOUNTING FEES, THE FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY, AND THE
REASONABLE FEES AND DISBURSEMENTS OF THE PURCHASERS' LEGAL COUNSEL.
SECTION 6.15.
INDEMNIFICATION. IN THE EVENT
THAT ANY REGISTRABLE SECURITIES ARE INCLUDED IN A REGISTRATION STATEMENT UNDER
THIS AGREEMENT:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
WILL INDEMNIFY, DEFEND AND HOLD HARMLESS EACH PURCHASER THAT HOLDS REGISTRABLE
SECURITIES, AND AGENTS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, UNDERWRITERS (AS
DEFINED IN THE SECURITIES ACT) FOR SUCH PURCHASERS AND ANY DIRECTORS OR OFFICERS
OF SUCH PURCHASERS OR SUCH UNDERWRITER AND ANY PERSON WHO CONTROLS THE
PURCHASERS OR SUCH UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT OR THE
EXCHANGE ACT (EACH, A "PURCHASER INDEMNIFIED PERSON") AGAINST ANY LOSSES,
CLAIMS, DAMAGES, EXPENSES OR LIABILITIES (COLLECTIVELY, AND TOGETHER WITH
ACTIONS, PROCEEDINGS OR INQUIRIES BY ANY REGULATORY OR SELF-REGULATORY
ORGANIZATION, WHETHER COMMENCED OR THREATENED IN RESPECT THEREOF, "CLAIMS") TO
WHICH ANY OF THEM BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR
OTHERWISE, INSOFAR AS SUCH CLAIMS ARISE OUT OF OR ARE BASED UPON ANY OF THE
FOLLOWING STATEMENTS, OMISSIONS OR VIOLATIONS IN A REGISTRATION STATEMENT FILED
PURSUANT TO THIS AGREEMENT, ANY POST-EFFECTIVE AMENDMENT THEREOF OR ANY
PROSPECTUS INCLUDED THEREIN:
(A) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THEREOF OR THE OMISSION OR ALLEGED OMISSION TO STATE
THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, (B) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN THE PROSPECTUS OR ANY PRELIMINARY
PROSPECTUS (AS IT MAY BE AMENDED OR SUPPLEMENTED) 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, OR (C) ANY VIOLATION OR ALLEGED VIOLATION BY THE
COMPANY OF THE SECURITIES ACT, THE EXCHANGE ACT OR ANY OTHER LAW, INCLUDING
WITHOUT LIMITATION ANY STATE SECURITIES LAW OR ANY RULE OR REGULATION THEREUNDER
(THE MATTERS IN THE FOREGOING CLAUSES (A) THROUGH (C) BEING, COLLECTIVELY,
"VIOLATIONS"). SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN WITH RESPECT TO THE
NUMBER OF LEGAL COUNSEL, THE