AGREES THAT
IT WILL NOT EFFECT ANY DISPOSITION OF THE SHARES OR ITS RIGHT TO PURCHASE THE
SHARES THAT WOULD CONSTITUTE A SALE WITHIN THE MEANING OF THE SECURITIES ACT,
EXCEPT AS CONTEMPLATED IN THE REGISTRATION STATEMENT REFERRED TO IN SECTION 7.1
OR AS OTHERWISE PERMITTED BY LAW, AND THAT IT WILL PROMPTLY NOTIFY THE COMPANY
OF ANY CHANGES IN THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT
REGARDING THE PURCHASER OR ITS PLAN OF DISTRIBUTION.
7.4
INDEMNIFICATION.
FOR THE PURPOSE OF THIS SECTION 7.4, THE TERM
"REGISTRATION STATEMENT" SHALL INCLUDE ANY PRELIMINARY OR FINAL PROSPECTUS,
EXHIBIT, SUPPLEMENT OR AMENDMENT INCLUDED IN OR RELATING TO THE REGISTRATION
STATEMENT REFERRED TO IN SECTION 7.2.
7.4.1
INDEMNIFICATION BY THE COMPANY.
SUBJECT TO SECTION 7.4.5, THE
COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS THE PURCHASER, THE PURCHASER'S
OFFICERS, DIRECTORS, TRUSTEES, PARTNERS, MEMBERS, EMPLOYEES AND AGENTS, AND EACH
PERSON, IF ANY, WHO CONTROLS OR IS UNDER COMMON CONTROL WITH THE PURCHASER
WITHIN THE MEANING OF THE SECURITIES ACT (EACH, A "PURCHASER INDEMNITEE),
AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES, JOINT OR SEVERAL,
TO WHICH SUCH PURCHASER INDEMNITEES MAY BECOME SUBJECT, UNDER THE SECURITIES
ACT, THE EXCHANGE ACT, OR ANY OTHER FEDERAL OR STATE STATUTORY LAW OR
REGULATION, OR AT COMMON LAW OR OTHERWISE (INCLUDING IN SETTLEMENT OF ANY
LITIGATION, IF SUCH SETTLEMENT IS EFFECTED WITH THE WRITTEN CONSENT OF THE
COMPANY), INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES (OR
ACTIONS IN RESPECT THEREOF AS CONTEMPLATED BELOW) ARISE OUT OF OR ARE BASED UPON
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED
OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES, AND ALL OTHER DOCUMENTS FILED AS A PART THEREOF,
INCLUDING ANY INFORMATION DEEMED TO BE A PART THEREOF AS OF THE TIME OF
EFFECTIVENESS PURSUANT TO PARAGRAPH (B) OF RULE 430A, OR PURSUANT TO RULE 434,
UNDER THE SECURITIES ACT, OR IN THE PROSPECTUS RELATED THERETO, IN THE FORM
FIRST FILED WITH THE COMMISSION PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT
OR FILED AS PART OF THE REGISTRATION STATEMENT AT THE TIME OF EFFECTIVENESS IF
NO RULE 424(B) FILING IS REQUIRED (THE "PROSPECTUS"), OR ANY AMENDMENT OR
SUPPLEMENT TO THE REGISTRATION STATEMENT OR PROSPECTUS, OR ARISE OUT OF OR ARE
BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE IN ANY OF THEM A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS IN ANY OF
THEM, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING,
AND WILL REIMBURSE THE PURCHASER INDEMNITEE FOR REASONABLE LEGAL AND OTHER
EXPENSES AS SUCH EXPENSES ARE INCURRED BY SUCH PURCHASER INDEMNITEE OR
CONTROLLING PERSON IN CONNECTION WITH INVESTIGATING, DEFENDING, SETTLING,
COMPROMISING OR PAYING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY, EXPENSE OR
ACTION; PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE LIABLE IN ANY SUCH CASE
TO A PURCHASER INDEMNITEE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE,
LIABILITY OR EXPENSE ARISES OUT OF OR IS BASED UPON (I)