ACT, ANY PRELIMINARY PROSPECTUS, FINAL
PROSPECTUS OR SUMMARY PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT, OR
ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT, OR ARISE OUT OF OR
ARE BASED UPON ANY OMISSION OR THE ALLEGED OMISSION TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENT THEREIN NOT
MISLEADING, IF THE STATEMENT OR OMISSION WAS MADE IN RELIANCE UPON AND IN
CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO THE COMPANY BY THE
SHAREHOLDER EXPRESSLY FOR USE THEREIN.
THE SHAREHOLDER'S INDEMNIFICATION
OBLIGATIONS HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF ANY NET PROCEEDS
ACTUALLY RECEIVED BY THE SHAREHOLDER.
(C)
NOTIFICATION OF INDEMNIFICATION.
PROMPTLY AFTER RECEIPT BY AN
INDEMNIFIED PARTY UNDER THIS SECTION 4 OF NOTICE OF THE COMMENCEMENT OF ANY
ACTION (INCLUDING ANY ACTION BY A GOVERNMENTAL AUTHORITY), SUCH INDEMNIFIED
PARTY SHALL, IF A CLAIM IN RESPECT THEREOF IS TO BE MADE AGAINST ANY
INDEMNIFYING PARTY UNDER THIS SECTION 4, DELIVER TO THE INDEMNIFYING PARTY A
WRITTEN NOTICE OF THE COMMENCEMENT THEREOF AND THE INDEMNIFYING PARTY SHALL HAVE
THE RIGHT TO PARTICIPATE IN, AND, TO THE EXTENT THE INDEMNIFYING PARTY SO
DESIRES, JOINTLY WITH ANY OTHER INDEMNIFYING PARTY SIMILARLY NOTICED, TO ASSUME
THE DEFENSE THEREOF WITH COUNSEL MUTUALLY SATISFACTORY TO THE PARTIES; PROVIDED,
HOWEVER, THAT AN INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO RETAIN ITS OWN
COUNSEL, WITH THE REASONABLE FEES AND EXPENSES OF ONE SUCH COUNSEL TO BE PAID BY
THE INDEMNIFYING PARTY, IF REPRESENTATION OF SUCH INDEMNIFIED PARTY BY THE
COUNSEL RETAINED BY THE INDEMNIFYING PARTY WOULD BE INAPPROPRIATE DUE TO ACTUAL
OR POTENTIAL DIFFERING INTERESTS BETWEEN SUCH INDEMNIFIED PARTY AND ANY OTHER
PARTY REPRESENTED BY SUCH COUNSEL IN SUCH PROCEEDING.
THE FAILURE TO DELIVER
WRITTEN NOTICE TO THE INDEMNIFYING PARTY WITHIN A REASONABLE TIME OF THE
COMMENCEMENT OF ANY SUCH ACTION, IF PREJUDICIAL TO ITS ABILITY TO DEFEND SUCH
ACTION, SHALL RELIEVE SUCH INDEMNIFYING PARTY OF ANY LIABILITY TO THE
INDEMNIFIED PARTY UNDER THIS SECTION 4, BUT THE OMISSION SO TO DELIVER WRITTEN
NOTICE TO THE INDEMNIFYING PARTY SHALL NOT RELIEVE IT OF ANY LIABILITY THAT IT
MAY HAVE TO ANY INDEMNIFIED PARTY OTHERWISE THAN UNDER THIS SECTION 4.
22
17.
UNDERWRITING AND DISTRIBUTION.
(A)
RULE 144.
THE COMPANY COVENANTS THAT IT SHALL FILE ALL REPORTS
REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND THE EXCHANGE ACT AND
SHALL TAKE SUCH FURTHER ACTION AS THE SHAREHOLDER MAY REASONABLY REQUEST, ALL TO
THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE THE SHAREHOLDER TO SELL
RESTRICTED SHARES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, OR
ANY SIMILAR PROVISION THERETO, BUT NOT RULE 144A.
18.
MISCELLANEOUS.
(A)
ASSIGNMENT; NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT AND THE
RIGHTS, DUTIES AND OBLIGATIONS OF THE COMPANY HEREUNDER MAY NOT BE ASSIGNED OR
DELEGATED BY THE COMPANY IN WHOLE OR IN PART AND SHALL BE BINDING ON ITS
SUCCESSORS.
THIS AGREEMENT AND THE RIGHTS, DUTIES AND OBLIGATIONS OF THE
SHAREHOLDER