STATEMENT OR OMISSION OR ALLEGED UNTRUE STATEMENT OR
OMISSION MADE IN ANY PRELIMINARY PROSPECTUS RELATING TO THE REGISTRATION
STATEMENT, TO THE EXTENT THAT A PROSPECTUS RELATING TO THE REGISTRABLE
SECURITIES WAS REQUIRED TO BE DELIVERED BY SUCH HOLDER UNDER THE SECURITIES ACT
IN CONNECTION WITH SUCH PURCHASE, THERE WAS NOT SENT OR GIVEN TO SUCH PERSON, AT
OR PRIOR TO THE WRITTEN CONFIRMATION OF THE SALE OF SUCH REGISTRABLE SECURITIES
TO SUCH PERSON, A COPY OF THE FINAL PROSPECTUS THAT CORRECTS SUCH UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION IF THE
COMPANY HAD PREVIOUSLY FURNISHED COPIES THEREOF TO SUCH HOLDER OR (Y) USE OF A
REGISTRATION STATEMENT OR THE RELATED PROSPECTUS DURING A PERIOD WHEN A STOP
ORDER HAS BEEN ISSUED IN RESPECT OF SUCH REGISTRATION STATEMENT OR ANY
PROCEEDINGS FOR THAT PURPOSE HAVE BEEN INITIATED OR USE OF A PROSPECTUS WHEN USE
OF SUCH PROSPECTUS HAS BEEN SUSPENDED PURSUANT TO SECTIONS 2.5(E) OR (I);
PROVIDED THAT IN EACH CASE, THAT SUCH HOLDER RECEIVED PRIOR WRITTEN NOTICE OF
SUCH STOP ORDER, INITIATION OF PROCEEDINGS OR SUSPENSION FROM THE COMPANY.
IN
NO EVENT, HOWEVER, SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL OR
CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND.
(B)
IN CONNECTION WITH THE FILING OF THE REGISTRATION STATEMENT BY THE
COMPANY PURSUANT TO THIS AGREEMENT, THE HOLDERS WILL FURNISH TO THE COMPANY IN
WRITING SUCH INFORMATION AS THE COMPANY REASONABLY REQUESTS FOR USE IN
CONNECTION WITH SUCH REGISTRATION STATEMENT AND THE RELATED PROSPECTUS AND, TO
THE FULLEST EXTENT PERMITTED BY LAW, THE HOLDERS WILL INDEMNIFY AND HOLD
HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND EACH
UNDERWRITER, IF ANY, AND ANY PERSON WHO CONTROLS SUCH UNDERWRITER (WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT), FROM AND AGAINST ANY LOSSES,
SEVERALLY BUT NOT JOINTLY, AND ANY ACTION IN RESPECT THEREOF TO WHICH THE
COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, MAY BECOME SUBJECT
UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS OR
PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISE OUT OF
OR ARE BASED UPON (I) THE PURCHASE OR SALE OF REGISTRABLE SECURITIES DURING A
SUSPENSION AS SET FORTH IN SECTION 2.5(E) OR SECTION 2.5(I) IN EACH CASE AFTER
RECEIPT OF WRITTEN NOTICE OF SUCH SUSPENSION, (II) ANY UNTRUE OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT, PROSPECTUS
OR PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR
(III) ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, BUT, WITH
RESPECT TO CLAUSES (II) AND (III) ABOVE, ONLY TO THE EXTENT THAT SUCH UNTRUE
STATEMENT OR OMISSION IS MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH
PROSPECTUS OR PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO, IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION PREPARED
AND FURNISHED TO THE COMPANY BY SUCH HOLDER EXPRESSLY FOR USE THEREIN OR BY
FAILURE OF