MORE THAN TWO DISCLOSURE DELAY PERIOD
NOTICES IN ANY ONE YEAR PERIOD.
THERE SHALL NOT BE MORE THAN AN AGGREGATE OF 30
CALENDAR DAYS IN ANY 90 CALENDAR DAY PERIOD OR 60 CALENDAR DAYS IN ANY TWELVE
MONTH PERIOD DURING WHICH THE COMPANY IS IN A DISCLOSURE DELAY PERIOD.
6.
EXPENSES OF REGISTRATION.
All expenses incurred by the Company or the Investors in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3 above
(including, without limitation, all registration, listing and qualification
fees, printers and accounting fees, the fees and disbursements of counsel for
the Company and the fees and disbursements of one counsel selected by the
Investors (the fees and disbursements of such counsel not to exceed $10,000))
shall be borne by the Company, except that any underwriting discounts and
commissions shall be borne pro rata by the Investors.
In addition, the Company
shall pay each Investor's costs and
10
expenses (including reasonable legal fees) incurred in connection with the
enforcement of the rights of such Investor hereunder.
7.
INDEMNIFICATION.
In the event any Registrable Securities are included in a Registration Statement
under this Agreement:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND (I) EACH INVESTOR WHO HOLDS SUCH
REGISTRABLE SECURITIES, AND (II) THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS,
EMPLOYEES AND AGENTS OF EACH SUCH INVESTOR AND EACH PERSON, IF ANY, WHO CONTROLS
EACH SUCH INVESTOR WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR
SECTION 20 OF THE EXCHANGE ACT (EACH, AN "INVESTOR INDEMNIFIED PERSON"), AGAINST
ANY JOINT OR SEVERAL LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES
(COLLECTIVELY, TOGETHER WITH ACTIONS, PROCEEDINGS OR INQUIRIES BY ANY REGULATORY
OR SELF-REGULATORY ORGANIZATION, WHETHER COMMENCED OR THREATENED, IN RESPECT
THEREOF, "CLAIMS") TO WHICH ANY OF THEM MAY BECOME SUBJECT INSOFAR AS SUCH
CLAIMS ARISE OUT OF OR ARE BASED UPON: (A) ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT IN A REGISTRATION STATEMENT OR THE OMISSION
OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, (B) ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY
PRELIMINARY PROSPECTUS IF USED PRIOR TO THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT, OR CONTAINED IN THE FINAL PROSPECTUS (AS AMENDED OR SUPPLEMENTED, IF
THE COMPANY FILES ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO WITH THE SEC) OR
THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THE
STATEMENTS THEREIN WERE MADE, NOT MISLEADING, OR (C) ANY VIOLATION OR ALLEGED
VIOLATION BY THE COMPANY OF THE SECURITIES ACT, THE EXCHANGE ACT OR ANY OTHER
LAW (INCLUDING, WITHOUT LIMITATION, ANY STATE SECURITIES LAW), RULE OR
REGULATION RELATING TO THE OFFER OR SALE OF THE REGISTRABLE SECURITIES (THE
MATTERS IN THE FOREGOING CLAUSES (A) THROUGH (C), COLLECTIVELY, "VIOLATIONS").
SUBJECT TO THE RESTRICTIONS SET FORTH IN SECTION 7(C) WITH RESPECT TO THE NUMBER