OBLIGATIONS
PURSUANT TO SECTION 4(F) OF THE SECURITIES PURCHASE AGREEMENT.
IN ADDITION, THE
COMPANY SHALL PAY THE REASONABLE COSTS AND EXPENSES (INCLUDING LEGAL FEES) OF
THE INVESTORS INCURRED IN CONNECTION WITH THE ENFORCEMENT OF THE INVESTORS'
RIGHTS UNDER SECTION 2 AND SECTION 3 OF THIS AGREEMENT.
6.
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 WILL INDEMNIFY, HOLD
HARMLESS AND DEFEND (I) EACH INVESTOR WHO HOLDS SUCH REGISTRABLE SECURITIES, AND
(II) THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES AND AGENTS OF SUCH
INVESTOR AND EACH PERSON WHO CONTROLS ANY INVESTOR WITHIN THE MEANING OF SECTION
15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT, IF ANY, (EACH, AN
"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: (I) ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT IN A REGISTRATION
STATEMENT UNDER WHICH REGISTRABLE SECURITIES WERE REGISTERED UNDER THE
SECURITIES ACT 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, (II) 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
(III) ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF THE SECURITIES ACT,
THE EXCHANGE ACT, ANY STATE SECURITIES LAW, OR ANY RULE OR REGULATION THEREUNDER
RELATING TO THE OFFER OR SALE OF THE REGISTRABLE SECURITIES (THE MATTERS IN THE
FOREGOING CLAUSES (I) THROUGH (III) BEING, COLLECTIVELY, "VIOLATIONS").
THE
COMPANY SHALL REIMBURSE THE INVESTORS AND EACH OTHER INDEMNIFIED PERSON,
PROMPTLY AS SUCH EXPENSES ARE INCURRED AND ARE DUE AND PAYABLE, FOR ANY
REASONABLE LEGAL FEES OR OTHER REASONABLE EXPENSES INCURRED BY THEM IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE INDEMNIFICATION AGREEMENT
CONTAINED IN THIS SECTION 6(A) SHALL NOT
9
APPLY TO A CLAIM ARISING OUT OF OR BASED UPON A VIOLATION WHICH OCCURS IN
RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO THE
COMPANY BY SUCH INDEMNIFIED PERSON EXPRESSLY FOR USE IN THE REGISTRATION
STATEMENT OR ANY SUCH AMENDMENT THEREOF OR SUPPLEMENT THERETO.
SUCH INDEMNITY
SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR
ON BEHALF OF THE INDEMNIFIED PERSON AND SHALL SURVIVE THE TRANSFER