OF SUCH
REGISTRATION STATEMENT BECAUSE ANY HOLDER HAS NOT EFFECTED THE DISPOSITION OF
SUCH HOLDER'S
REGISTRABLE SECURITIES REQUESTED TO BE REGISTERED SHALL BE PAID
BY SUCH HOLDER.
All other expenses not paid by the Company which are otherwise not attributable
to a particular Holder, including all underwriting discounts and selling
commissions, selling or placement agent or broker fees and commissions and
transfer taxes, if any, applicable to the sale of Registrable Securities, will
be the responsibility of and paid for by all of the Holders participating in
such registration in proportion to the number of shares included by each under
the applicable Registration Statement.
7.
RULE 144 INFORMATION. THE COMPANY COVENANTS THAT, BEGINNING 90
DAYS AFTER ANY REGISTRATION STATEMENT COVERING SECURITIES OF THE COMPANY HAS
BECOME EFFECTIVE, IT SHALL USE ITS REASONABLE BEST EFFORTS TO ENSURE THAT THE
CONDITIONS TO THE AVAILABILITY OF RULE 144 UNDER THE SECURITIES
7
ACT SET FORTH IN PARAGRAPH (C) THEREOF SHALL BE SATISFIED. UPON REQUEST OF ANY
HOLDER, THE COMPANY SHALL DELIVER TO SUCH HOLDER A WRITTEN STATEMENT AS TO
WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS.
8.
INDEMNIFICATION AND CONTRIBUTION.
(A)
THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS EACH HOLDER
PARTICIPATING IN A REGISTRATION PURSUANT TO THIS AGREEMENT AND EACH PERSON, IF
ANY, WHO CONTROLS ANY SUCH HOLDER WITHIN THE MEANING OF EITHER SECTION 15 OF THE
SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT AGAINST ANY LOSSES, CLAIMS,
DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH THEY MAY BECOME SUBJECT UNDER
THE SECURITIES ACT, THE EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES,
CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR
ARE BASED ON ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT
CONTAINED IN THE APPLICABLE REGISTRATION STATEMENT (OR ANY AMENDMENT THERETO),
PRELIMINARY PROSPECTUS, "ISSUER FREE WRITING PROSPECTUS" (AS DEFINED BY RULE
433(H) OF THE SECURITIES ACT) OR PROSPECTUS (AS AMENDED OR SUPPLEMENTED IF THE
COMPANY SHALL HAVE FURNISHED ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ARISE OUT
OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, AND SHALL REIMBURSE EACH SUCH HOLDER OR CONTROLLING
PERSON FOR ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION
WITH INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR
ACTION; PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE LIABLE IN ANY SUCH CASE
(I) TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR EXPENSE ARISES
OUT OF OR IS BASED UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR
OMISSION OR ALLEGED OMISSION MADE IN RELIANCE UPON AND IN CONFORMITY WITH
INFORMATION FURNISHED TO THE COMPANY BY OR ON BEHALF OF ANY HOLDER OR (II) TO
ANY HOLDER OR CONTROLLING PERSON TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY OR EXPENSE ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT
OR OMISSION OF A MATERIAL FACT CONTAINED IN