STATE A MATERIAL FACT RELATES
TO INFORMATION SUPPLIED BY SUCH INDEMNIFYING PARTY OR BY SUCH INDEMNIFIED PARTY,
AND THE PARTIES' RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION AND
OPPORTUNITY TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION.
THE PARTIES
HERETO AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF
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contribution pursuant to this Section 6(d) were determined by pro rata
allocation (even if the Investors or any underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 6(d).
The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim.
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
The obligations of the Investors and any underwriters in
this Section 6(d) to contribute shall be several in proportion to the percentage
of Registrable Securities registered or underwritten, as the case may be, by
them and not joint.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
SECTION 6, IN NO EVENT SHALL ANY (I) INVESTOR BE REQUIRED TO UNDERTAKE LIABILITY
TO ANY PERSON UNDER THIS SECTION 6 FOR ANY AMOUNTS IN EXCESS OF THE DOLLAR
AMOUNT OF THE NET PROCEEDS TO BE RECEIVED BY SUCH INVESTOR FROM THE SALE OF SUCH
INVESTOR'S REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT UNDER
WHICH SUCH REGISTRABLE SECURITIES ARE TO BE REGISTERED UNDER THE SECURITIES ACT.
(F)
THE OBLIGATIONS OF THE COMPANY UNDER THIS
SECTION 6 SHALL BE IN ADDITION TO ANY LIABILITY THAT THE COMPANY MAY OTHERWISE
HAVE TO ANY INDEMNIFIED PERSON AND THE OBLIGATIONS OF ANY INDEMNIFIED PERSON
UNDER THIS SECTION 6 SHALL BE IN ADDITION TO ANY LIABILITY THAT SUCH INDEMNIFIED
PERSON MAY OTHERWISE HAVE TO THE COMPANY.
THE REMEDIES PROVIDED IN THIS SECTION
6 ARE NOT EXCLUSIVE AND SHALL NOT LIMIT ANY RIGHTS OR REMEDIES THAT MAY
OTHERWISE BE AVAILABLE TO AN INDEMNIFIED PARTY AT LAW OR IN EQUITY.
7.
RULE 144.
WITH A VIEW TO MAKING
AVAILABLE TO THE INVESTORS THE BENEFITS OF RULE 144 UNDER THE SECURITIES ACT OR
ANY OTHER SIMILAR RULE OR REGULATION OF THE COMMISSION 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)
COMPLY WITH THE PROVISIONS OF PARAGRAPH (C)
(1) OF RULE 144; AND
(B)
USE ALL COMMERCIALLY REASONABLE EFFORTS TO
FILE WITH THE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO SECTION 13 OR 15(D) UNDER THE
EXCHANGE ACT; AND, IF AT ANY TIME IT IS NOT