CONTAINED IN THIS AGREEMENT OR THE WARRANT, (III) ANY CAUSE OF ACTION, SUIT OR
CLAIM BROUGHT OR MADE AGAINST SUCH INDEMNIFIED PARTY BY A THIRD PARTY (INCLUDING
FOR THESE PURPOSES A DERIVATIVE ACTION BROUGHT ON BEHALF OF THE COMPANY),
ARISING OUT OF OR RESULTING FROM (X) EXECUTION, DELIVERY, PERFORMANCE OR
ENFORCEMENT OF THIS AGREEMENT OR THE WARRANT OR (Y) THE STATUS OF INDEMNIFIED
PARTY AS HOLDER OF THE PURCHASED SECURITIES SO LONG AS AT LEAST TWENTY-FIVE
PERCENT (25%) OF THE PURCHASED SECURITIES ARE STILL THEN BENEFICIALLY OWNED BY
CIMSA OR (IV) ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN THE REGISTRATION STATEMENT (OR ANY OTHER REGISTRATION STATEMENT
COVERING THE RESALE OF THE REGISTRABLE SECURITIES), ANY PROSPECTUS OR ANY FORM
OF COMPANY PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY
COMPANY 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 THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE) NOT MISLEADING, EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT,
THAT (A) SUCH UNTRUE STATEMENTS, ALLEGED UNTRUE STATEMENTS, OMISSIONS OR ALLEGED
OMISSIONS ARE BASED
UPON INFORMATION REGARDING CIMSA FURNISHED IN WRITING TO
THE COMPANY BY OR ON BEHALF OF CIMSA FOR USE THEREIN, OR TO THE EXTENT THAT SUCH
INFORMATION RELATES TO CIMSA OR CIMSA'S PROPOSED METHOD OF DISTRIBUTION OF
REGISTRABLE SECURITIES AND WAS REVIEWED AND EXPRESSLY APPROVED BY CIMSA
EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT, OR (B) WITH RESPECT TO ANY
PROSPECTUS, IF THE UNTRUE STATEMENT OR OMISSION OF MATERIAL FACT CONTAINED IN
SUCH PROSPECTUS WAS CORRECTED ON A TIMELY BASIS IN THE PROSPECTUS, AS THEN
AMENDED OR SUPPLEMENTED, IF SUCH CORRECTED PROSPECTUS WAS TIMELY MADE AVAILABLE
BY THE COMPANY TO CIMSA, AND CIMSA SEEKING INDEMNITY HEREUNDER WAS ADVISED IN
WRITING NOT TO USE THE INCORRECT PROSPECTUS PRIOR TO THE USE GIVING RISE TO
LOSSES. THE PRECEDING TO THE CONTRARY NOTWITHSTANDING, OTHER THAN THE
OBLIGATIONS OF THE COMPANY TO CIMSA THE PERFORMANCE OF WHICH IS TO BE MADE OR
CONTINUE TO BE MADE BY THE COMPANY ON OR AFTER THE FIRST ANNIVERSARY OF THE
CLOSING DATE, ALL OF THE OTHER OBLIGATIONS OF THE COMPANY UNDER CLAUSES (I)
THROUGH (III) OF THIS SECTION SHALL TERMINATE AND BE WITHOUT FURTHER FORCE AND
EFFECT ON THE FIRST ANNIVERSARY OF THE CLOSING DATE.
IN CASE ANY SUCH ACTION IS
BROUGHT AGAINST AN INDEMNIFIED PARTY, THE COMPANY, AT ITS SOLE COST AND EXPENSE,
WILL BE ENTITLED TO PARTICIPATE IN AND ASSUME THE DEFENSE THEREOF WITH COUNSEL
REASONABLY SATISFACTORY TO SUCH INDEMNIFIED PARTY, AND AFTER NOTICE FROM THE
COMPANY TO SUCH INDEMNIFIED PARTY OF ITS ELECTION TO ASSUME THE DEFENSE THEREOF,
THE COMPANY SHALL BE RESPONSIBLE FOR ANY LEGAL OR OTHER EXPENSES INCURRED BY THE
LATTER IN CONNECTION WITH THE DEFENSE THEREOF, PROVIDED
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THAT IF ANY INDEMNIFIED PARTY SHALL HAVE