OF THE
REGISTRABLE SECURITIES BY THE INVESTORS PURSUANT TO SECTION 9 HEREOF.
(B)
IN CONNECTION WITH ANY REGISTRATION STATEMENT IN WHICH AN INVESTOR
IS PARTICIPATING, EACH SUCH INVESTOR AGREES SEVERALLY AND NOT JOINTLY TO
INDEMNIFY, HOLD HARMLESS AND DEFEND, TO THE SAME EXTENT AND IN THE SAME MANNER
SET FORTH IN SECTION 6(A), THE COMPANY, EACH OF ITS DIRECTORS, EACH OF ITS
OFFICERS WHO SIGNS THE REGISTRATION STATEMENT, ITS EMPLOYEES, AGENTS AND EACH
PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT, EACH UNDERWRITER (IF ANY) AND
ANY OTHER STOCKHOLDER SELLING SECURITIES PURSUANT TO THE REGISTRATION STATEMENT
OR ANY OF ITS DIRECTORS OR OFFICERS OR ANY PERSON WHO CONTROLS SUCH STOCKHOLDER
WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT (COLLECTIVELY AND
TOGETHER WITH AN INDEMNIFIED PERSON, AN "INDEMNIFIED PARTY"), AGAINST ANY CLAIM
TO WHICH ANY OF THEM MAY BECOME SUBJECT, UNDER THE SECURITIES ACT, THE EXCHANGE
ACT OR OTHERWISE, INSOFAR AS SUCH CLAIM ARISES OUT OF OR IS BASED UPON ANY
VIOLATION, IN EACH CASE TO THE EXTENT (AND ONLY TO THE EXTENT) THAT SUCH
VIOLATION OCCURS SOLELY IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION FURNISHED TO THE COMPANY BY SUCH INVESTOR EXPRESSLY FOR USE IN
CONNECTION WITH SUCH REGISTRATION STATEMENT; AND SUBJECT TO SECTION 6(C) SUCH
INVESTOR WILL REIMBURSE ANY LEGAL OR OTHER EXPENSES (PROMPTLY AS SUCH EXPENSES
ARE INCURRED AND ARE DUE AND PAYABLE) REASONABLY INCURRED BY THEM IN CONNECTION
WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM; PROVIDED, HOWEVER, THAT THE
INDEMNITY AGREEMENT CONTAINED IN THIS SECTION 6(B) SHALL NOT APPLY TO AMOUNTS
PAID IN SETTLEMENT OF ANY CLAIM IF SUCH SETTLEMENT IS EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF SUCH INVESTOR, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD; PROVIDED, FURTHER, HOWEVER, THAT THE INVESTOR SHALL BE LIABLE UNDER
THIS AGREEMENT (INCLUDING THIS SECTION 6(B) AND SECTION 7) FOR ONLY THAT AMOUNT
AS DOES NOT EXCEED THE NET PROCEEDS ACTUALLY RECEIVED BY SUCH INVESTOR AS A
RESULT OF THE SALE OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION
STATEMENT.
SUCH INDEMNITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF
ANY INVESTIGATION MADE BY OR ON BEHALF OF SUCH INDEMNIFIED PARTY AND SHALL
SURVIVE THE TRANSFER OF THE REGISTRABLE SECURITIES BY THE INVESTORS PURSUANT TO
SECTION 9 HEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
THE INDEMNIFICATION AGREEMENT CONTAINED IN THIS SECTION 6(B) WITH RESPECT TO ANY
PRELIMINARY PROSPECTUS SHALL NOT INURE TO THE BENEFIT OF ANY INDEMNIFIED PARTY
IF SUCH INVESTOR TIMELY NOTIFIES THE COMPANY OF THE UNTRUE STATEMENT OR OMISSION
OF MATERIAL FACT CONTAINED IN THE PRELIMINARY PROSPECTUS.
(C)
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED PERSON OR INDEMNIFIED
PARTY UNDER THIS SECTION 6 OF NOTICE OF THE COMMENCEMENT OF ANY ACTION
(INCLUDING ANY GOVERNMENTAL ACTION), SUCH INDEMNIFIED PERSON OR INDEMNIFIED
PARTY SHALL, IF A CLAIM IN RESPECT THEREOF IS TO MADE AGAINST ANY INDEMNIFYING
PARTY UNDER THIS SECTION 6, DELIVER TO THE INDEMNIFYING PARTY A WRITTEN NOTICE