under this Agreement:
(A)
TO THE FULLEST EXTENT PERMITTED BY LAW, THE
COMPANY WILL, AND HEREBY DOES, INDEMNIFY, HOLD HARMLESS AND DEFEND EACH
INVESTOR, THE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS,
REPRESENTATIVES OF, AND EACH PERSON, IF ANY, WHO CONTROLS ANY INVESTOR WITHIN
THE MEANING OF THE 1933 ACT OR THE 1934 ACT (EACH, AN "INDEMNIFIED PERSON"),
AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES, JUDGMENTS, FINES, PENALTIES,
CHARGES, COSTS, REASONABLE ATTORNEYS' FEES, AMOUNTS PAID IN SETTLEMENT OR
EXPENSES, JOINT OR SEVERAL, (COLLECTIVELY, "CLAIMS") INCURRED IN INVESTIGATING,
PREPARING OR DEFENDING ANY ACTION, CLAIM, SUIT, INQUIRY, PROCEEDING,
INVESTIGATION OR APPEAL TAKEN FROM THE FOREGOING BY OR BEFORE ANY COURT OR
GOVERNMENTAL, ADMINISTRATIVE OR OTHER REGULATORY AGENCY, BODY OR THE SEC,
WHETHER PENDING OR
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THREATENED, WHETHER OR NOT AN INDEMNIFIED PARTY IS OR MAY BE A PARTY THERETO
("INDEMNIFIED DAMAGES"), TO WHICH ANY OF THEM MAY BECOME SUBJECT INSOFAR AS SUCH
CLAIMS (OR ACTIONS OR PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN RESPECT
THEREOF) ARISE OUT OF OR ARE BASED UPON:
(I) ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT IN A REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THERETO OR IN ANY FILING MADE IN CONNECTION WITH THE
QUALIFICATION OF THE OFFERING UNDER THE SECURITIES OR OTHER "BLUE SKY" LAWS OF
ANY JURISDICTION IN WHICH REGISTRABLE SECURITIES ARE OFFERED ("BLUE SKY
FILING"), OR THE OMISSION OR ALLEGED OMISSION TO STATE A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING,
(II) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN ANY PRELIMINARY PROSPECTUS IF USED PRIOR TO THE EFFECTIVE DATE OF
SUCH REGISTRATION STATEMENT, OR CONTAINED IN THE FINAL PROSPECTUS (AS AMENDED OR
SUPPLEMENTED, IF THE COMPANY FILES ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO
WITH THE SEC) OR THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN ANY MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS MADE THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THE STATEMENTS THEREIN WERE MADE, NOT MISLEADING,
(III) ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF THE 1933 ACT, THE
1934 ACT, ANY OTHER LAW, INCLUDING, WITHOUT LIMITATION, ANY STATE SECURITIES
LAW, OR ANY RULE OR REGULATION THEREUNDER RELATING TO THE OFFER OR SALE OF THE
REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT OR (IV) ANY
VIOLATION OF THIS AGREEMENT (THE MATTERS IN THE FOREGOING CLAUSES (I) THROUGH
(IV) BEING, COLLECTIVELY, "VIOLATIONS").
SUBJECT TO SECTION 6(C), THE COMPANY
SHALL REIMBURSE THE INDEMNIFIED PERSONS, PROMPTLY AS SUCH EXPENSES ARE INCURRED
AND ARE DUE AND PAYABLE, FOR ANY LEGAL FEES OR OTHER REASONABLE EXPENSES
INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE INDEMNIFICATION
AGREEMENT CONTAINED IN THIS SECTION 6(A):
(I) SHALL NOT APPLY TO A CLAIM BY AN
INDEMNIFIED PERSON ARISING OUT OF OR BASED UPON A VIOLATION WHICH OCCURS IN
RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO THE
COMPANY BY SUCH INDEMNIFIED PERSON FOR SUCH INDEMNIFIED PERSON EXPRESSLY FOR