AND ANY SUCH EXCHANGE OR MARKET FOR SO LONG AS SUCH LISTING OR TRADING
PRIVILEGES ARE GENERALLY AVAILABLE TO THE COMMON STOCK. THE COMPANY WILL AS
PROMPTLY AS PRACTICABLE NOTIFY THE HOLDER OF, AND CONFIRM IN WRITING, THE
DELISTING OF THE COMMON STOCK BY SUCH EXCHANGE OR MARKET.
8.
EXPENSES.
THE COMPANY SHALL BEAR ALL
REGISTRATION EXPENSES INCURRED IN CONNECTION WITH THE REGISTRATION OF THE
REGISTRABLE SHARES PURSUANT TO THIS AGREEMENT AND THE COMPANY'S PERFORMANCE OF
ITS OTHER OBLIGATIONS UNDER THE TERMS OF THIS AGREEMENT. THE HOLDER SHALL BEAR
ALL UNDERWRITING FEES, DISCOUNTS OR COMMISSIONS ATTRIBUTABLE TO THE SALE OF
SECURITIES BY THE HOLDER, OR ANY LEGAL FEES AND EXPENSES OF COUNSEL TO THE
HOLDER (EXCEPT THOSE EXPENSES INCLUDED IN REGISTRATION EXPENSES AND AS OTHERWISE
SPECIFICALLY PROVIDED HEREIN) AND ALL OTHER EXPENSES INCURRED BY THE HOLDER IN
CONNECTION WITH THE PERFORMANCE BY THE HOLDER OF ITS OBLIGATIONS, AND EXERCISE
OF ITS RIGHTS, UNDER THE TERMS OF THIS AGREEMENT.
9.
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY AGREES TO INDEMNIFY THE HOLDER AND, IF A HOLDER IS A PERSON OTHER THAN
AN INDIVIDUAL, SUCH HOLDER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES AND AFFILIATES, AND EACH PERSON, IF ANY, THAT CONTROLS A HOLDER
WITHIN THE MEANING OF THE SECURITIES ACT, AND EACH OTHER PERSON, IF ANY, SUBJECT
TO LIABILITY BECAUSE OF HIS, HER OR ITS CONNECTION WITH A HOLDER (EACH, AN
"INDEMNITEE"), AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, ACTIONS,
LIABILITIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE FEES,
EXPENSES AND DISBURSEMENTS OF ATTORNEYS AND OTHER PROFESSIONALS), JOINT OR
SEVERAL, ARISING OUT OF OR BASED UPON ANY VIOLATION BY THE COMPANY OF ANY
RULE OR REGULATION PROMULGATED UNDER THE SECURITIES ACT APPLICABLE TO THE
COMPANY AND RELATING TO ACTION OR INACTION REQUIRED OF THE COMPANY UNDER THE
TERMS OF THIS AGREEMENT OR IN CONNECTION WITH ANY REGISTRATION STATEMENT OR
PROSPECTUS, OR UPON ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF MATERIAL FACT
CONTAINED IN ANY REGISTRATION STATEMENT OR ANY PROSPECTUS, OR ANY OMISSION OR
ALLEGED OMISSION TO STATE THEREIN A MATERIAL 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; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE LIABLE TO SUCH INDEMNITEE OR ANY PERSON WHO PARTICIPATES AS AN
UNDERWRITER IN THE OFFERING OR SALE OF REGISTRABLE SHARES OR ANY OTHER PERSON,
IF ANY, WHO CONTROLS SUCH UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT,
IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY (OR
ACTION OR PROCEEDING IN RESPECT THEREOF) OR EXPENSE ARISES OUT OF OR IS BASED
UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION (A) MADE IN SUCH REGISTRATION STATEMENT OR IN ANY SUCH PROSPECTUS IN
RELIANCE UPON AND IN CONFORMITY WITH INFORMATION REGARDING SUCH INDEMNITEE OR
ITS PLAN OF DISTRIBUTION OR OWNERSHIP INTERESTS WHICH WAS FURNISHED IN WRITING
TO THE COMPANY PURSUANT TO AN INVESTOR QUESTIONNAIRE OR OTHERWISE EXPRESSLY FOR
USE IN CONNECTION WITH SUCH