AND SUPPLEMENTS
THERETO, (IV) ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE REQUIRED
REGISTRATION OR QUALIFICATION OF THE SECURITIES ISSUABLE UNDER THE LAWS OF SUCH
JURISDICTIONS AS THE PLACEMENT AGENT MAY REASONABLY DESIGNATE, IF ANY, (V) ALL
COSTS AND EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH THE PRINTING
(INCLUDING WORD PROCESSING AND DUPLICATION COSTS) AND DELIVERY OF THE PROSPECTUS
AND REGISTRATION STATEMENT (INCLUDING, WITHOUT LIMITATION, ANY PRELIMINARY AND
SUPPLEMENTAL BLUE SKY MEMORANDA) INCLUDING, WITHOUT LIMITATION, MAILING AND
SHIPPING, (VI) ALL FEES AND EXPENSES INCURRED IN MARKETING THE OFFER, AND
(VII) THE FEES AND DISBURSEMENTS OF REED SMITH, LLP, SPECIAL SECURITIES COUNSEL
TO THE COMPANY, BALLARD SPAHR ANDREWS & INGERSOLL, LLP, SPECIAL MARYLAND COUNSEL
TO THE COMPANY AND ANY OTHER COUNSEL TO THE COMPANY, AND ERNST & YOUNG LLP,
AUDITORS TO THE COMPANY.
IN ADDITION, THE COMPANY AGREES TO REIMBURSE THE
PLACEMENT AGENT FOR ALL OUT-OF-POCKET EXPENSES OF THE PLACEMENT AGENT IN
CONNECTION WITH THE OFFER INCLUDING, WITHOUT LIMITATION, THE REASONABLE LEGAL
FEES, EXPENSES AND DISBURSEMENTS OF THE PLACEMENT AGENT'S COUNSEL IN CONNECTION
WITH THE OFFER IN AN AMOUNT NOT TO EXCEED $15,000.
(C)
THE COMPANY WILL INDEMNIFY AND HOLD
HARMLESS THE PLACEMENT AGENT AND EACH OF ITS RESPECTIVE PARTNERS, DIRECTORS,
OFFICERS, ASSOCIATES, AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONSULTANTS,
ATTORNEYS AND AGENTS, AND EACH PERSON, IF ANY, CONTROLLING THE PLACEMENT AGENT
OR ANY OF ITS AFFILIATES WITHIN THE MEANING OF EITHER SECTION 15 OF THE ACT OR
SECTION 20 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT") (COLLECTIVELY, THE "PLACEMENT AGENT INDEMNITEES"), FROM AND AGAINST ANY
AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES OR COSTS (AND ANY REASONABLE LEGAL
OR OTHER EXPENSES INCURRED BY SUCH PLACEMENT AGENT IN INVESTIGATING OR DEFENDING
THE SAME OR IN GIVING TESTIMONY OR FURNISHING DOCUMENTS IN RESPONSE TO A REQUEST
OF ANY GOVERNMENT AGENCY OR TO A SUBPOENA) IN ANY WAY RELATING TO, ARISING OUT
OF OR CAUSED BY ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT CONTAINED IN THE REGISTRATION STATEMENT OR IN THE PROSPECTUS OR ANY
PRELIMINARY PROSPECTUS IN ANY WAY RELATING TO, ARISING OUT OF OR CAUSED BY ANY
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
SUCH INDEMNITY
AGREEMENT SHALL NOT, HOWEVER, APPLY TO ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY,
COST OR EXPENSE (I) IF SUCH STATEMENT OR OMISSION WAS MADE IN RELIANCE UPON OR
IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO THE COMPANY BY THE
PLACEMENT
3
AGENT OR ITS AFFILIATES OR ANY OF THE PURCHASERS, INVESTMENT ADVISORS OR
BROKER-DEALERS (AS DEFINED IN THE PURCHASE AGREEMENT) OR THEIR RESPECTIVE
AFFILIATES EXPRESSLY FOR USE IN THE PROSPECTUS SUPPLEMENT, OR (II) WHICH IS HELD
IN A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION (NOT SUBJECT TO FURTHER
APPEAL) TO HAVE ARISEN OUT OF (X) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE PLACEMENT AGENT OR ANY PLACEMENT