FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
E.
ADDITIONAL DOCUMENTS. AT THE CLOSING DATE, PLACEMENT AGENT
COUNSEL SHALL HAVE BEEN FURNISHED WITH SUCH DOCUMENTS AND OPINIONS AS THEY MAY
REQUIRE IN ORDER TO EVIDENCE THE ACCURACY OF ANY OF THE REPRESENTATIONS OR
WARRANTIES, OR THE FULFILLMENT OF ANY OF THE CONDITIONS, HEREIN CONTAINED; AND
ALL PROCEEDINGS TAKEN BY THE COMPANY IN CONNECTION WITH THE ISSUANCE AND SALE OF
THE SECURITIES AS HEREIN CONTEMPLATED SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO THE PLACEMENT AGENT AND PLACEMENT AGENT COUNSEL.
9.
INDEMNIFICATION AND CONTRIBUTION; PROCEDURES.
A.
INDEMNIFICATION OF THE PLACEMENT AGENT. THE COMPANY AGREES
TO INDEMNIFY AND HOLD HARMLESS THE PLACEMENT AGENT, ITS AFFILIATES AND EACH
PERSON CONTROLLING SUCH PLACEMENT AGENT (WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT), AND THE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF THE
PLACEMENT AGENT, ITS AFFILIATES AND EACH SUCH CONTROLLING PERSON (THE PLACEMENT
AGENT, AND EACH SUCH ENTITY OR PERSON HEREAFTER IS REFERRED TO AS AN
"INDEMNIFIED PERSON") FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, JUDGMENTS,
ASSESSMENTS, COSTS AND OTHER LIABILITIES (COLLECTIVELY, THE "LIABILITIES"), AND
SHALL REIMBURSE EACH INDEMNIFIED PERSON FOR ALL FEES AND EXPENSES (INCLUDING THE
REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE INDEMNIFIED PERSONS, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT) (COLLECTIVELY, THE "EXPENSES")
AND AGREES TO ADVANCE PAYMENT OF SUCH EXPENSES AS THEY ARE INCURRED BY AN
INDEMNIFIED PERSON IN INVESTIGATING, PREPARING, PURSUING OR DEFENDING ANY
ACTIONS, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO, ARISING OUT
OF OR BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT CONTAINED IN (I) THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE, THE
PRELIMINARY PROSPECTUS, THE PROSPECTUS OR IN ANY ISSUER FREE WRITING PROSPECTUS
(AS FROM TIME TO TIME EACH MAY BE AMENDED AND SUPPLEMENTED); (II) ANY MATERIALS
OR INFORMATION PROVIDED TO INVESTORS BY, OR WITH THE APPROVAL OF, THE COMPANY IN
CONNECTION WITH THE MARKETING OF THE OFFERING, INCLUDING ANY "ROAD SHOW" OR
INVESTOR PRESENTATIONS MADE TO INVESTORS BY THE COMPANY (WHETHER IN PERSON OR
ELECTRONICALLY); OR (III) ANY APPLICATION OR OTHER DOCUMENT OR WRITTEN
COMMUNICATION (IN THIS SECTION 9, COLLECTIVELY CALLED "APPLICATION") EXECUTED BY
THE COMPANY OR BASED UPON WRITTEN INFORMATION FURNISHED BY THE COMPANY IN ANY
JURISDICTION IN ORDER TO QUALIFY THE SECURITIES UNDER THE SECURITIES LAWS
THEREOF OR FILED WITH THE COMMISSION, ANY STATE SECURITIES COMMISSION OR AGENCY,
ANY NATIONAL SECURITIES EXCHANGE; OR THE OMISSION OR ALLEGED OMISSION THEREFROM
OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING, UNLESS SUCH STATEMENT OR OMISSION WAS MADE IN RELIANCE
UPON, AND IN CONFORMITY WITH, THE PLACEMENT AGENT'S INFORMATION OR IS FOUND BY A
COURT TO HAVE RESULTED FROM GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF
THE INDEMNIFIED PERSON (INCLUDING THE FAILURE TO DELIVER THE PROSPECTUS OR ANY