THE PLACEMENT AGENT OR SUCH
INDEMNIFIED PERSON OF THE PLACEMENT AGENT MAY BECOME SUBJECT UNDER THE 1933 ACT,
THE 1934 ACT, THE RULES AND REGULATIONS, OR ANY OTHER FEDERAL OR STATE LAW OR
REGULATION, COMMON LAW OR OTHERWISE, ARISING OUT OF OR BASED UPON (I) ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN
(A) SECTION 4 OF THIS AGREEMENT, (B) THE OFFERING MATERIALS (EXCEPT THOSE
WRITTEN STATEMENTS RELATING TO THE PLACEMENT AGENT GIVEN BY THE PLACEMENT AGENT
FOR INCLUSION THEREIN), (C) ANY APPLICATION OR OTHER DOCUMENT OR WRITTEN
COMMUNICATION EXECUTED BY THE COMPANY OR BASED UPON WRITTEN INFORMATION
FURNISHED BY THE COMPANY FILED IN ANY JURISDICTION IN ORDER TO QUALIFY THE
COMMON STOCK UNDER THE SECURITIES LAWS THEREOF, OR ANY STATE SECURITIES
COMMISSION OR AGENCY; (II) THE OMISSION OR ALLEGED OMISSION FROM DOCUMENTS
DESCRIBED IN CLAUSES (A), (B) OR (C) ABOVE OF A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING; OR
(III) THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT MADE BY
THE COMPANY IN THIS AGREEMENT.
THE COMPANY FURTHER AGREES THAT UPON DEMAND BY
AN INDEMNIFIED PERSON, AT ANY TIME OR FROM TIME TO TIME, IT WILL PROMPTLY
REIMBURSE SUCH INDEMNIFIED PERSON FOR ANY LOSS, CLAIM, DAMAGE, LIABILITY, COST
OR EXPENSE ACTUALLY AND REASONABLY PAID BY THE INDEMNIFIED PERSON AS TO WHICH
THE COMPANY HAS INDEMNIFIED SUCH PERSON PURSUANT HERETO.
NOTWITHSTANDING THE
FOREGOING PROVISIONS OF THIS PARAGRAPH 7(A), ANY SUCH PAYMENT OR REIMBURSEMENT
BY THE COMPANY OF FEES, EXPENSES OR DISBURSEMENTS INCURRED BY AN INDEMNIFIED
PERSON IN ANY PROCEEDING IN WHICH A FINAL JUDGMENT BY A COURT OF COMPETENT
JURISDICTION (AFTER ALL APPEALS OR THE EXPIRATION OF TIME TO APPEAL) IS ENTERED
AGAINST THE PLACEMENT AGENT OR SUCH INDEMNIFIED PERSON BASED UPON SPECIFIC
FINDING OF FACT THAT THE PLACEMENT AGENT OR SUCH INDEMNIFIED PERSON'S GROSS
NEGLIGENCE OR WILLFUL MISFEASANCE WILL BE PROMPTLY REPAID TO THE COMPANY.
B.
THE PLACEMENT AGENT HEREBY AGREES THAT IT
WILL INDEMNIFY AND HOLD THE COMPANY AND EACH OFFICER, DIRECTOR, SHAREHOLDER,
EMPLOYEE OR REPRESENTATIVE OF THE COMPANY, AND EACH PERSON CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE COMPANY WITHIN THE MEANING OF
SECTION 15 OF THE 1933 ACT OR SECTION 20 OF THE 1934 ACT OR THE RULES AND
REGULATIONS, HARMLESS FROM AND AGAINST ANY AND ALL LOSS, CLAIM, DAMAGE,
LIABILITY, COST OR EXPENSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY AND
ALL REASONABLE LEGAL FEES AND OTHER EXPENSES
7
AND DISBURSEMENTS INCURRED IN CONNECTION WITH INVESTIGATING, PREPARING TO DEFEND
OR DEFENDING ANY ACTION, SUIT OR PROCEEDING, INCLUDING ANY INQUIRY OR
INVESTIGATION, COMMENCED OR THREATENED, OR ANY CLAIM WHATSOEVER OR IN APPEARING
OR PREPARING FOR APPEARANCE AS A WITNESS IN ANY ACTION, SUIT OR PROCEEDING,
INCLUDING ANY INQUIRY, INVESTIGATION OR PRETRIAL PROCEEDING SUCH AS A
DEPOSITION) TO WHICH THE COMPANY OR SUCH INDEMNIFIED PERSON OF THE COMPANY MAY
BECOME SUBJECT UNDER THE 1933 ACT, THE 1934 ACT, THE RULES AND REGULATIONS, OR
ANY OTHER FEDERAL OR STATE