SHELF REGISTRATION STATEMENT
OR FINAL PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO OR ANY RELATED
PRELIMINARY PROSPECTUS, IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION FURNISHED TO THE COMPANY BY THE HOLDER SPECIFICALLY FOR INCLUSION
THEREIN OR (Y) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF MATERIAL FACT
OR OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT IN ANY
PRELIMINARY PROSPECTUS, IF A COPY OF THE FINAL PROSPECTUS IN WHICH SUCH UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION WAS
CORRECTED WAS REQUIRED TO BE SENT OR GIVEN BUT HAD NOT BEEN SENT OR GIVEN TO
SUCH PERSON PRIOR TO THE SETTLEMENT OF THE SALE, SO LONG AS THE FINAL PROSPECTUS
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO WERE PROVIDED BY THE COMPANY TO THE
INDEMNIFIED HOLDER IN THE REQUISITE QUANTITY AND ON A TIMELY BASIS TO PERMIT
PROPER DELIVERY ON OR PRIOR TO THE SETTLEMENT OF THE SALE. THE COMPANY SHALL
NOTIFY THE HOLDERS PROMPTLY OF THE INSTITUTION, THREAT OR ASSERTION OF ANY
ACTION, CLAIM, SUIT, INVESTIGATION OR PROCEEDING OF WHICH THE COMPANY IS AWARE
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
9
(B)
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
HOLDER, SEVERALLY AND NOT JOINTLY, WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY,
EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES, EACH PERSON, IF ANY,
WHO CONTROLS THE COMPANY WITHIN THE MEANING OF THE SECURITIES ACT, ANY
UNDERWRITER, ANY OTHER STOCKHOLDER SELLING SECURITIES IN SUCH SHELF REGISTRATION
STATEMENT AND ANY CONTROLLING PERSON OF ANY SUCH UNDERWRITER OR OTHER
STOCKHOLDER, AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (JOINT OR
SEVERAL) TO WHICH ANY OF THE FOREGOING PERSONS MAY BECOME SUBJECT, UNDER THE
SECURITIES ACT, THE EXCHANGE ACT OR OTHER FEDERAL, STATE OR PROVINCIAL LAW,
INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT
THERETO) ARISE OUT OF OR ARE BASED UPON ANY VIOLATION, IN EACH CASE TO THE
EXTENT THAT SUCH VIOLATION OCCURS IN RELIANCE UPON AND IN CONFORMITY WITH
WRITTEN INFORMATION FURNISHED BY SUCH HOLDER EXPRESSLY FOR USE IN SUCH SHELF
REGISTRATION STATEMENT, INCLUDING ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS
CONTAINED THEREIN OR ANY AMENDMENTS OR SUPPLEMENTS THERETO; AND SUCH HOLDER WILL
PAY, AS INCURRED, ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY ANY PERSON
INTENDED TO BE INDEMNIFIED PURSUANT TO THIS SECTION 1.4(B), IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION;
PROVIDED, HOWEVER, THAT THE INDEMNITY AGREEMENT CONTAINED IN THIS
SECTION 1.4(B) DOES NOT APPLY TO AMOUNTS PAID IN SETTLEMENT OF ANY SUCH LOSS,
CLAIM, DAMAGE, LIABILITY OR ACTION IF SUCH SETTLEMENT IS EFFECTED WITHOUT THE
CONSENT OF SUCH HOLDER, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED; AND FURTHER PROVIDED, THAT, IN NO EVENT WILL ANY
INDEMNITY UNDER THIS SECTION 1.4(B) EXCEED THE NET PROCEEDS RECEIVED BY SUCH
HOLDER FROM THE SALE OF REGISTRABLE SECURITIES GIVING RISE TO SUCH
INDEMNIFICATION OBLIGATION.
(C)
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED
PARTY UNDER THIS SECTION 1.4 OF NOTICE OF THE