AFTER THE DATE, IF ANY, ON
WHICH THE COMPANY BECOMES OBLIGATED TO PAY THE INVESTOR LIQUIDATED DAMAGES
PURSUANT TO THE PRECEDING CLAUSE (I), THE COMPANY SHALL PAY TO THE INVESTOR
ADDITIONAL LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO ONE PERCENT (1.0%) OF THE
TOTAL AGGREGATE PURCHASE PRICE OF THE SHARES REGISTERED ON SUCH REGISTRATION
STATEMENT THEN HELD BY THE INVESTOR FOR EACH ADDITIONAL THIRTY (30) DAYS
THEREAFTER DURING WHICH AS A RESULT OF A SUSPENSION THE INVESTOR IS PROHIBITED
FROM SELLING SHARES UNDER SUCH REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT
IN NO EVENT SHALL THE COMPANY BE OBLIGATED TO PAY MORE THAN ONE PERCENT (1.0%)
OF THE TOTAL AGGREGATE PURCHASE PRICE OF THE SHARES REGISTERED ON SUCH
REGISTRATION STATEMENT THEN HELD BY THE INVESTOR IN ANY THIRTY- (30)-DAY PERIOD.
(E)
IN THE EVENT OF A SALE OF SHARES BY THE
INVESTOR UNDER THE REGISTRATION STATEMENT, THE INVESTOR MUST ALSO DELIVER TO THE
COMPANY'S TRANSFER AGENT, WITH A COPY TO THE COMPANY, A CERTIFICATE OF
SUBSEQUENT SALE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT E, SO THAT
THE SHARES MAY BE PROPERLY TRANSFERRED.
7.4
Indemnification. For the purpose of this
Section 7.4, the term "Registration Statement" shall include the Prospectus, any
preliminary or final prospectus, exhibit, supplement or amendment included in or
relating to the Registration Statement referred to in Section 7.1 hereof, and
the term "Rules and Regulations" shall mean the rules and regulations
promulgated under the Securities Act.
(A)
INDEMNIFICATION BY THE COMPANY. THE COMPANY
AGREES TO INDEMNIFY AND HOLD HARMLESS THE INVESTOR, THE OFFICERS AND DIRECTORS
OF THE INVESTOR AND ANY PERSON, IF ANY, WHO CONTROLS THE INVESTOR WITHIN THE
MEANING OF THE SECURITIES ACT (COLLECTIVELY, THE "INVESTOR INDEMNITEES"),
AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES TO WHICH THE
INVESTOR INDEMNITEES MAY BECOME SUBJECT, UNDER THE SECURITIES ACT, THE EXCHANGE
ACT, OR ANY OTHER FEDERAL OR STATE STATUTORY LAW OR REGULATION INSOFAR AS SUCH
LOSSES, CLAIMS, DAMAGES,
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liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon:
(I)
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF ANY MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT,
INCLUDING THE PROSPECTUS, FINANCIAL STATEMENTS AND SCHEDULES, AND ALL OTHER
DOCUMENTS FILED AS A PART THEREOF, AS AMENDED AT THE TIME OF EFFECTIVENESS OF
THE REGISTRATION STATEMENT, INCLUDING ANY INFORMATION DEEMED TO BE A
PART THEREOF AS OF THE TIME OF EFFECTIVENESS PURSUANT TO PARAGRAPH (B) OF
RULE 430A, OR PURSUANT TO RULE 434 OF THE RULES AND REGULATIONS, OR THE
PROSPECTUS, IN THE FORM FIRST FILED WITH THE SEC PURSUANT TO RULE 424(B) OF THE
RULES AND REGULATIONS, OR FILED AS PART OF THE REGISTRATION STATEMENT AT THE
TIME OF EFFECTIVENESS IF NO RULE 424(B) FILING IS REQUIRED (THE "PROSPECTUS"),
OR ANY AMENDMENT OR SUPPLEMENT THERETO;
(II)
THE OMISSION OR ALLEGED OMISSION TO STATE
IN ANY OF THEM A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS IN ANY OF THEM, IN LIGHT OF THE CIRCUMSTANCES UNDER