AMENDMENT OR SUPPLEMENT THERETO, (B) ANY ISSUER FREE WRITING PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO OR (C) ANY PERMITTED ISSUER INFORMATION USED OR
REFERRED TO IN ANY "FREE WRITING PROSPECTUS" (AS DEFINED IN RULE 405) USED OR
REFERRED TO BY THE PLACEMENT AGENT AND (B) ANY APPLICATION OR OTHER DOCUMENT, OR
ANY AMENDMENT OR SUPPLEMENT THERETO, EXECUTED BY THE COMPANY BASED UPON WRITTEN
INFORMATION FURNISHED BY OR ON BEHALF OF THE COMPANY FILED IN ANY JURISDICTION
IN ORDER TO QUALIFY THE SHARES UNDER THE SECURITIES OR BLUE SKY LAWS THEREOF OR
FILED WITH THE COMMISSION OR ANY SECURITIES ASSOCIATION OR SECURITIES EXCHANGE
(EACH, AN "APPLICATION"), OR (III) THE OMISSION OR ALLEGED OMISSION TO STATE IN
ANY PRELIMINARY PROSPECTUS, THE REGISTRATION STATEMENT, THE PROSPECTUS OR ANY
ISSUER FREE WRITING PROSPECTUS, OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR IN
ANY PERMITTED ISSUER INFORMATION OR ANY APPLICATION A MATERIAL FACT REQUIRED TO
BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER, THAT
THE COMPANY WILL NOT BE LIABLE TO THE EXTENT THAT SUCH LOSS, CLAIM, LIABILITY,
EXPENSE OR DAMAGE ARISES FROM THE SALE OF THE SHARES IN THE PUBLIC OFFERING TO
ANY PERSON AND IS BASED SOLELY ON AN UNTRUE STATEMENT OR OMISSION OR ALLEGED
UNTRUE STATEMENT OR OMISSION MADE IN RELIANCE ON AND IN CONFORMITY WITH
INFORMATION RELATING TO THE PLACEMENT AGENT FURNISHED IN WRITING TO THE
14
COMPANY BY THE PLACEMENT AGENT EXPRESSLY FOR INCLUSION IN THE REGISTRATION
STATEMENT, ANY PRELIMINARY PROSPECTUS, THE PROSPECTUS, ANY ISSUER FREE WRITING
PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PERMITTED ISSUER
INFORMATION OR ANY APPLICATION (AS SET FORTH IN PARAGRAPH (B) ABOVE); AND
PROVIDED FURTHER, THAT SUCH INDEMNITY WITH RESPECT TO ANY PRELIMINARY PROSPECTUS
SHALL NOT INURE TO THE BENEFIT OF THE PLACEMENT AGENT (OR ANY PERSON CONTROLLING
THE PLACEMENT AGENT) FROM WHOM THE PERSON ASSERTING ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY OR ACTION PURCHASED SHARES WHICH ARE THE SUBJECT THEREOF TO
THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE OR LIABILITY (I) RESULTS FROM THE
FACT THAT THE PLACEMENT AGENT FAILED TO SEND OR GIVE A COPY OF THE PROSPECTUS
(AS AMENDED OR SUPPLEMENTED) TO SUCH PERSON AT OR PRIOR TO THE CONFIRMATION OF
THE SALE OF SUCH SHARES TO SUCH PERSON IN ANY CASE WHERE SUCH DELIVERY IS
REQUIRED BY THE ACT AND (II) ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT
OR OMISSION OF A MATERIAL FACT CONTAINED IN SUCH PRELIMINARY PROSPECTUS THAT WAS
CORRECTED IN THE PROSPECTUS (OR ANY AMENDMENT OR SUPPLEMENT THERETO), UNLESS
SUCH FAILURE TO DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED) WAS THE
RESULT OF NONCOMPLIANCE BY THE COMPANY WITH SECTION 4(D).
THIS INDEMNITY
AGREEMENT WILL BE IN ADDITION TO ANY LIABILITY WHICH THE COMPANY MAY OTHERWISE
HAVE.
(B)
THE PLACEMENT AGENT WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY,
EACH PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE MEANING OF SECTION 15
OF THE