PURSUANT TO SECTION 1 AND EACH PIGGYBACK REGISTRATION, THE COMPANY WILL
REIMBURSE THE HOLDERS OF REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION OR
QUALIFICATION FOR THE REASONABLE FEES AND DISBURSEMENTS OF ONE UNITED STATES
COUNSEL, WHO WILL BE CHOSEN BY THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES BEING SO REGISTERED.
(C)
TO THE EXTENT REGISTRATION EXPENSES ARE NOT
REQUIRED TO BE PAID BY THE COMPANY, EACH HOLDER OF SECURITIES INCLUDED IN ANY
REGISTRATION OR QUALIFICATION HEREUNDER WILL PAY THOSE REGISTRATION EXPENSES
ALLOCABLE TO THE REGISTRATION OR QUALIFICATION OF SUCH HOLDER'S SECURITIES SO
INCLUDED, AND ANY REGISTRATION EXPENSES NOT SO ALLOCABLE WILL BE BORNE BY ALL
SELLERS OF SECURITIES INCLUDED IN SUCH REGISTRATION IN PROPORTION TO THE
AGGREGATE SELLING PRICE OF THE SECURITIES TO BE SO REGISTERED OR QUALIFIED.
5.
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD
HARMLESS, AND HEREBY DOES INDEMNIFY AND HOLD HARMLESS, EACH HOLDER, ITS
AFFILIATES, EACH PERSON THAT CONTROLS SUCH
11
HOLDER (WITHIN THE MEANING OF THE SECURITIES ACT), AND THEIR RESPECTIVE
OFFICERS, DIRECTORS AND PARTNERS (COLLECTIVELY, "HOLDER INDEMNIFIED PARTIES"),
AGAINST, AND PAY AND REIMBURSE SUCH HOLDER INDEMNIFIED PARTY FOR ANY LOSSES,
CLAIMS, DAMAGES, LIABILITIES, JOINT OR SEVERAL, TO WHICH SUCH HOLDER OR ANY SUCH
AFFILIATE, DIRECTOR, OFFICER OR PARTNER OR CONTROLLING PERSON MAY BECOME SUBJECT
UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES
OR LIABILITIES (OR ACTIONS OR PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN
RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON (I) ANY UNTRUE OR ALLEGED UNTRUE
STATEMENT OF MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS
OR PRELIMINARY PROSPECTUS OR ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO, OR ANY
FREE WRITING PROSPECTUS UNDER RULE 433 OF THE SECURITIES ACT, (II) 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, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE), NOT MISLEADING, OR
(III) ANY VIOLATION BY THE COMPANY OF ANY RULE OR REGULATION PROMULGATED UNDER
THE SECURITIES ACT OR ANY STATE SECURITIES LAWS APPLICABLE TO THE COMPANY AND
RELATING TO ACTION OR INACTION REQUIRED OF THE COMPANY IN CONNECTION WITH ANY
SUCH REGISTRATION, AND THE COMPANY WILL PAY AND REIMBURSE SUCH HOLDER
INDEMNIFIED PARTY FOR ANY REASONABLE LEGAL OR ANY OTHER EXPENSES ACTUALLY AND
REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING, DEFENDING OR
SETTLING ANY SUCH LOSS, CLAIM, LIABILITY, ACTION OR PROCEEDING; PROVIDED,
HOWEVER, THAT THE COMPANY WILL NOT BE LIABLE IN ANY SUCH CASE (I) TO THE EXTENT
THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY (OR ACTION OR PROCEEDING IN RESPECT
THEREOF) OR EXPENSE ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT, OR OMISSION OR ALLEGED OMISSION, MADE IN SUCH
REGISTRATION STATEMENT, ANY SUCH PROSPECTUS OR PRELIMINARY PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO, OR ANY FREE WRITING PROSPECTUS UNDER RULE 433
OF THE SECURITIES ACT, OR IN ANY APPLICATION, IN RELIANCE UPON, AND IN
CONFORMITY WITH, WRITTEN INFORMATION PREPARED