ACTION.
(D)
THE INDEMNIFICATION REQUIRED BY THIS SECTION 6 SHALL BE MADE BY
PERIODIC PAYMENTS OF THE AMOUNT THEREOF DURING THE COURSE OF THE INVESTIGATION
OR DEFENSE, AS AND WHEN BILLS ARE RECEIVED OR INDEMNIFIED DAMAGES ARE INCURRED.
(E)
THE INDEMNITY AGREEMENTS CONTAINED HEREIN SHALL BE IN ADDITION TO
(I) ANY CAUSE OF ACTION OR SIMILAR RIGHT OF THE INDEMNIFIED PARTY OR INDEMNIFIED
PERSON AGAINST THE INDEMNIFYING PARTY OR OTHERS, AND (II) ANY LIABILITIES THE
INDEMNIFYING PARTY MAY BE SUBJECT TO PURSUANT TO THE LAW.
SECTION 7.
CONTRIBUTION.
TO THE EXTENT ANY INDEMNIFICATION BY AN
INDEMNIFYING PARTY IS PROHIBITED OR LIMITED BY LAW, THE INDEMNIFYING PARTY
AGREES TO MAKE THE MAXIMUM CONTRIBUTION WITH RESPECT TO ANY AMOUNTS FOR WHICH IT
WOULD OTHERWISE BE LIABLE UNDER SECTION 6 TO THE FULLEST EXTENT PERMITTED BY
LAW; PROVIDED, HOWEVER, THAT:
(I) NO PERSON INVOLVED IN THE SALE OF REGISTRABLE
SECURITIES WHICH PERSON IS GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE
MEANING OF SECTION 11(F) OF THE 1933 ACT) IN CONNECTION WITH SUCH SALE, SHALL BE
ENTITLED TO CONTRIBUTION FROM ANY PERSON INVOLVED IN SUCH SALE OF REGISTRABLE
SECURITIES WHO WAS NOT GUILTY OF FRAUDULENT MISREPRESENTATION; AND
(II) CONTRIBUTION BY ANY SELLER OF REGISTRABLE SECURITIES SHALL BE LIMITED TO AN
AMOUNT EQUAL TO THE NET AMOUNT OF PROCEEDS RECEIVED BY SUCH SELLER FROM THE SALE
OF SUCH REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT GIVING
RISE TO SUCH ACTION OR CLAIM FOR INDEMNIFICATION LESS THE AMOUNT OF ANY DAMAGES
THAT SUCH SELLER HAS OTHERWISE BEEN REQUIRED TO PAY IN CONNECTION WITH SUCH
SALE.
SECTION 8.
REPORTS UNDER THE 1934 ACT.
WITH A VIEW TO MAKING
AVAILABLE TO THE INVESTORS THE BENEFITS OF RULE 144 PROMULGATED UNDER THE 1933
ACT OR ANY OTHER SIMILAR RULE OR REGULATION OF THE SEC THAT MAY AT ANY TIME
PERMIT THE INVESTORS TO SELL SECURITIES OF THE COMPANY TO THE PUBLIC WITHOUT
REGISTRATION ("RULE 144"), THE COMPANY AGREES TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144;
14
(B)
FILE WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE 1934 ACT SO LONG AS THE COMPANY
REMAINS SUBJECT TO SUCH REQUIREMENTS (IT BEING UNDERSTOOD THAT NOTHING HEREIN
SHALL LIMIT THE COMPANY'S OBLIGATIONS UNDER SECTION 4(C) OF THE SECURITIES
PURCHASE AGREEMENT) AND THE FILING OF SUCH REPORTS AND OTHER DOCUMENTS IS
REQUIRED FOR THE APPLICABLE PROVISIONS OF RULE 144; AND
(C)
FURNISH TO EACH INVESTOR SO LONG AS SUCH INVESTOR OWNS REGISTRABLE
SECURITIES, PROMPTLY UPON REQUEST, (I) A WRITTEN STATEMENT BY THE COMPANY THAT
IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144 AND THE 1934 ACT,
(II) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND
SUCH OTHER REPORTS AND DOCUMENTS SO FILED BY THE COMPANY, AND (III) SUCH OTHER
INFORMATION AS MAY BE REASONABLY REQUESTED TO PERMIT THE INVESTORS TO SELL SUCH
SECURITIES PURSUANT TO RULE 144 WITHOUT REGISTRATION.
SECTION 9.
ASSIGNMENT OF REGISTRATION