FURNISH INFORMATION.
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO SECTION 2 WITH RESPECT
TO THE REGISTRABLE SECURITIES OF ANY SELLING HOLDER THAT SUCH HOLDER SHALL
FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE
SECURITIES HELD BY IT, AND THE INTENDED METHOD OF DISPOSITION OF SUCH SECURITIES
AS IS REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH HOLDER'S
REGISTRABLE SECURITIES.
2.6
EXPENSES OF REGISTRATION.
ALL EXPENSES (OTHER THAN SELLING
EXPENSES) INCURRED IN CONNECTION WITH REGISTRATIONS, FILINGS, OR QUALIFICATIONS
PURSUANT TO SECTION 2, INCLUDING ALL REGISTRATION, FILING, AND QUALIFICATION
FEES; PRINTERS' AND ACCOUNTING FEES; FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY; AND THE REASONABLE FEES AND DISBURSEMENTS OF ONE COUNSEL FOR THE
SELLING HOLDERS ("SELLING HOLDER COUNSEL"), SHALL BE BORNE AND PAID BY THE
COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO PAY FOR
ANY EXPENSES OF ANY REGISTRATION PROCEEDING BEGUN PURSUANT TO SECTION 2.1(A) OR
SECTION 2.1(B) IF THE REGISTRATION REQUEST IS SUBSEQUENTLY WITHDRAWN AT THE
REQUEST OF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES TO BE
REGISTERED (IN WHICH CASE ALL SELLING HOLDERS SHALL BEAR SUCH EXPENSES PRO RATA
BASED UPON THE NUMBER OF REGISTRABLE SECURITIES THAT WERE TO BE INCLUDED IN THE
WITHDRAWN REGISTRATION), UNLESS THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES AGREE TO FORFEIT THEIR RIGHT TO ONE REGISTRATION PURSUANT TO
SECTION 2.1(A) OR SECTION 2.1(B), AS THE CASE MAY BE; PROVIDED FURTHER THAT IF,
AT THE TIME OF SUCH WITHDRAWAL, THE HOLDERS HAVE LEARNED OF A MATERIAL ADVERSE
CHANGE IN THE CONDITION, BUSINESS, OR PROSPECTS OF THE COMPANY FROM THAT KNOWN
TO THE HOLDERS AT THE TIME OF THEIR REQUEST AND HAVE WITHDRAWN THE REQUEST WITH
REASONABLE PROMPTNESS AFTER LEARNING OF SUCH INFORMATION, THEN THE HOLDERS SHALL
NOT BE REQUIRED TO PAY ANY OF SUCH EXPENSES AND SHALL NOT FORFEIT THEIR RIGHT TO
ONE REGISTRATION PURSUANT TO SECTION 2.1(A) OR SECTION 2.1(B).
ALL SELLING
EXPENSES RELATING TO REGISTRABLE SECURITIES REGISTERED PURSUANT TO SECTION 2
SHALL BE BORNE AND PAID BY THE HOLDERS PRO RATA ON THE BASIS OF THE NUMBER OF
REGISTRABLE SECURITIES REGISTERED ON THEIR BEHALF.
2.7
INDEMNIFICATION.
IF ANY REGISTRABLE SECURITIES ARE INCLUDED IN A
REGISTRATION STATEMENT UNDER THIS SECTION 2:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY AND
HOLD HARMLESS EACH SELLING HOLDER, AND THE PARTNERS, MEMBERS, OFFICERS,
DIRECTORS, AND STOCKHOLDERS OF EACH SUCH HOLDER; LEGAL COUNSEL AND ACCOUNTANTS
FOR EACH SUCH HOLDER; ANY UNDERWRITER (AS DEFINED IN THE SECURITIES ACT) FOR
EACH SUCH HOLDER; AND EACH PERSON, IF ANY, WHO CONTROLS SUCH HOLDER OR
UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT,
AGAINST ANY DAMAGES, AND THE COMPANY WILL PAY TO EACH SUCH HOLDER, UNDERWRITER,
CONTROLLING PERSON, OR OTHER AFOREMENTIONED PERSON ANY LEGAL OR OTHER EXPENSES
REASONABLY INCURRED THEREBY IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY
CLAIM OR PROCEEDING FROM WHICH DAMAGES MAY RESULT, AS SUCH EXPENSES ARE
INCURRED; PROVIDED, HOWEVER, THAT THE INDEMNITY