PRO RATA IN PROPORTION TO THE
RESPECTIVE AMOUNT OF SHARES EACH IS SELLING IN SUCH OFFERING.
3.3
INFORMATION.
THE SHAREHOLDER SHALL PROVIDE SUCH INFORMATION AS
MAY REASONABLY BE REQUESTED BY THE COMPANY, OR THE MANAGING UNDERWRITER, IF ANY,
IN CONNECTION WITH THE PREPARATION OF ANY REGISTRATION STATEMENT, INCLUDING
AMENDMENTS AND SUPPLEMENTS THERETO, IN ORDER TO EFFECT THE REGISTRATION OF ANY
RESTRICTED SHARES UNDER THE SECURITIES ACT PURSUANT TO SECTION 2 AND IN
CONNECTION WITH THE COMPANY'S OBLIGATION TO COMPLY WITH FEDERAL AND APPLICABLE
STATE SECURITIES LAWS.
3.4
SHAREHOLDER OBLIGATIONS.
THE SHAREHOLDER MAY NOT PARTICIPATE IN
ANY UNDERWRITTEN OFFERING PURSUANT TO SECTION 2 UNLESS SUCH HOLDER (I) AGREES TO
ONLY SELL RESTRICTED SHARES ON THE BASIS REASONABLY PROVIDED IN ANY UNDERWRITING
AGREEMENT, AND (II) COMPLETES, EXECUTES AND DELIVERS ANY AND ALL QUESTIONNAIRES,
LOCK-UP AGREEMENTS, POWERS OF ATTORNEY, CUSTODY AGREEMENTS, INDEMNITIES,
UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS REASONABLY OR CUSTOMARILY REQUIRED
BY OR UNDER THE TERMS OF ANY UNDERWRITING AGREEMENT OR AS REASONABLY REQUESTED
BY THE COMPANY.
4.
INDEMNIFICATION AND CONTRIBUTION.
4.1
INDEMNIFICATION BY THE COMPANY.
THE COMPANY AGREES TO INDEMNIFY
AND HOLD HARMLESS THE SHAREHOLDER AND ITS OFFICERS, EMPLOYEES, AFFILIATES,
DIRECTORS, PARTNERS, MEMBERS, ATTORNEYS AND AGENTS, AND EACH PERSON, IF ANY, WHO
CONTROLS THE SHAREHOLDER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT
OR SECTION 20 OF THE EXCHANGE ACT) (EACH, A "SHAREHOLDER INDEMNIFIED PARTY")
FROM AND AGAINST ANY EXPENSES, LOSSES, JUDGMENTS, CLAIMS, DAMAGES OR
LIABILITIES, WHETHER JOINT OR SEVERAL, ARISING OUT OF OR BASED UPON ANY UNTRUE
STATEMENT (OR ALLEGEDLY UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT UNDER WHICH THE SALE OF RESTRICTED SHARES WAS REGISTERED
UNDER THE SECURITIES ACT, ANY PRELIMINARY PROSPECTUS, FINAL PROSPECTUS OR
SUMMARY PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT, OR ARISING OUT OF
OR BASED UPON ANY OMISSION (OR ALLEGED OMISSION) TO STATE A MATERIAL
10
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING, EXCEPT INSOFAR AS SUCH EXPENSE, LOSS, JUDGMENT, CLAIM, DAMAGE OR
LIABILITY ARISES OUT OF OR IS BASED UPON (A) ANY UNTRUE STATEMENT OR ALLEGEDLY
UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN SUCH REGISTRATION
STATEMENT, PRELIMINARY PROSPECTUS, FINAL PROSPECTUS OR SUMMARY PROSPECTUS IN
RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO THE
COMPANY BY THE SHAREHOLDER EXPRESSLY FOR USE THEREIN, OR (B) THE USE OF ANY
REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS, FINAL PROSPECTUS OR SUMMARY
PROSPECTUS DURING A PERIOD WHEN THE SHAREHOLDER HAS BEEN NOTIFIED THAT A STOP
ORDER HAS BEEN ISSUED IN RESPECT THEREOF OR ANY PROCEEDING FOR THAT PURPOSE HAS
BEEN INITIATED, OR THE USE OF ANY REGISTRATION STATEMENT, ANY PRELIMINARY
PROSPECTUS, FINAL PROSPECTUS OR SUMMARY PROSPECTUS HAS BEEN SUSPENDED BY THE
COMPANY PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE FOREGOING INDEMNITY SHALL
NOT INURE TO THE BENEFIT OF ANY SHAREHOLDER INDEMNIFIED PARTY FROM WHOM THE
PERSON ASSERTING LOSSES, CLAIMS, DAMAGES OR LIABILITIES PURCHASED RESTRICTED
SHARES, IF A COPY OF THE PROSPECTUS (AS THEN AMENDED OR SUPPLEMENTED IF THE
COMPANY SHALL HAVE