IN ADDITION, THE COMPANY SHALL BE RESPONSIBLE FOR ALL OF ITS
INTERNAL EXPENSES INCURRED IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL
SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING LEGAL OR
ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT AND THE FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE LISTING OF THE REGISTRABLE SECURITIES ON ANY
SECURITIES EXCHANGE AS REQUIRED HEREUNDER. IN NO EVENT SHALL THE COMPANY BE
RESPONSIBLE FOR ANY BROKER OR SIMILAR COMMISSIONS OF ANY HOLDER OR, EXCEPT TO
THE EXTENT PROVIDED FOR IN THE TRANSACTION DOCUMENTS, ANY LEGAL FEES OR OTHER
COSTS OF THE HOLDERS.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY SHALL, NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND
HOLD HARMLESS EACH HOLDER, THE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, AGENTS,
BROKERS (INCLUDING BROKERS WHO OFFER AND SELL REGISTRABLE SECURITIES AS
PRINCIPAL AS A RESULT OF A PLEDGE OR ANY FAILURE TO PERFORM UNDER A MARGIN CALL
OF COMMON STOCK), INVESTMENT ADVISORS AND EMPLOYEES (AND ANY OTHER PERSONS WITH
A FUNCTIONALLY EQUIVALENT ROLE OF A PERSON HOLDING SUCH TITLES, NOTWITHSTANDING
A LACK OF SUCH TITLE OR ANY OTHER TITLE) OF EACH OF THEM, EACH PERSON WHO
CONTROLS ANY SUCH HOLDER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT
OR SECTION 20 OF THE EXCHANGE ACT) AND THE OFFICERS, DIRECTORS, MEMBERS,
SHAREHOLDERS, PARTNERS, AGENTS AND EMPLOYEES (AND ANY OTHER PERSONS WITH A
FUNCTIONALLY EQUIVALENT ROLE OF A PERSON HOLDING SUCH TITLES, NOTWITHSTANDING A
LACK OF SUCH TITLE OR ANY OTHER TITLE)OF EACH SUCH CONTROLLING PERSON, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ANY AND ALL LOSSES,
CLAIMS, DAMAGES, LIABILITIES, COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES) AND EXPENSES (COLLECTIVELY, "LOSSES"), AS INCURRED, ARISING OUT
OF OR RELATING TO (1) ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN A REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF PROSPECTUS
OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY PROSPECTUS, OR
ARISING OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
(IN THE CASE OF ANY PROSPECTUS OR FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, OR (2)
ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF THE SECURITIES ACT,
EXCHANGE ACT OR ANY STATE SECURITIES LAW, OR ANY RULE OR REGULATION THEREUNDER,
IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT,
EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT (I) SUCH UNTRUE STATEMENTS OR
OMISSIONS
9
ARE BASED SOLELY UPON INFORMATION REGARDING SUCH HOLDER FURNISHED IN WRITING TO
THE COMPANY BY SUCH HOLDER EXPRESSLY FOR USE THEREIN, OR TO THE EXTENT THAT SUCH
INFORMATION RELATES TO SUCH HOLDER OR SUCH HOLDER'S PROPOSED METHOD OF
DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND EXPRESSLY APPROVED
IN WRITING BY SUCH HOLDER EXPRESSLY FOR USE IN A