REASONABLE REQUESTS, WILL NOT CONSTITUTE A BREACH BY THE COMPANY OF THIS
AGREEMENT). NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF ANY HOLDER
PARTICIPATING IN SUCH AN UNDERWRITTEN REGISTRATION SHALL BE LIMITED TO AN AMOUNT
EQUAL TO THE AMOUNT OF GROSS PROCEEDS ATTRIBUTABLE TO THE SALE OF SUCH PERSON'S
REGISTRABLE SECURITIES.
(3)
EACH PERSON THAT IS PARTICIPATING IN ANY REGISTRATION HEREUNDER AGREES
THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT
OF THE KIND DESCRIBED IN SECTION 3.5(C)(5) OR (6), SUCH PERSON WILL FORTHWITH
DISCONTINUE THE DISPOSITION OF ITS REGISTRABLE SECURITIES PURSUANT TO THE SHELF
REGISTRATION STATEMENT UNTIL SUCH PERSON RECEIVES COPIES OF A SUPPLEMENTED OR
AMENDED PROSPECTUS AS CONTEMPLATED BY SUCH SECTION 3.5(C)(5) AND/OR UNTIL THE
APPLICABLE CIRCUMSTANCE REFERRED TO IN SECTION 3.5(C)(6) CEASES TO EXIST.
(F)
RULE 144. THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO TIMELY FILE
ALL REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES
ACT AND THE EXCHANGE ACT AND THE RULES AND REGULATIONS ADOPTED BY THE SEC
THEREUNDER (OR, IF THE COMPANY IS NOT REQUIRED TO FILE SUCH REPORTS, IT WILL,
UPON THE REQUEST OF A HOLDER, MAKE PUBLICLY AVAILABLE SUCH INFORMATION AS
NECESSARY TO PERMIT SALES PURSUANT TO RULE 144), ALL TO THE EXTENT REQUIRED FROM
TIME TO TIME TO ENABLE SUCH PERSON TO SELL SHARES OF REGISTRABLE SECURITIES
WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE
EXEMPTIONS PROVIDED BY RULE 144. UPON THE REQUEST OF ANY HOLDER, THE COMPANY
WILL DELIVER TO SUCH PERSON A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED
WITH SUCH INFORMATION REQUIREMENTS.
(G)
INDEMNIFICATION; CONTRIBUTION.
(1)
INDEMNIFICATION BY THE COMPANY. THE COMPANY SHALL INDEMNIFY AND HOLD
HARMLESS EACH HOLDER AND EACH PERSON WHO CONTROLS (WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT) SUCH HOLDER FROM AND AGAINST ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES, OR ANY ACTION OR PROCEEDING
IN RESPECT THEREOF (INCLUDING
21
REASONABLE COSTS OF INVESTIGATION AND REASONABLE ATTORNEYS' FEES AND EXPENSES)
(EACH, A "LIABILITY") ARISING OUT OF OR BASED UPON (I) ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE DISCLOSURE PACKAGE
OR THE REGISTRATION STATEMENT (INCLUDING ANY PROSPECTUS OR ANY AMENDMENT OR
SUPPLEMENT THERETO), AND (II) THE OMISSION OR ALLEGED OMISSION TO STATE IN THE
DISCLOSURE PACKAGE OR THE REGISTRATION STATEMENT (INCLUDING ANY PROSPECTUS OR
ANY AMENDMENT OR SUPPLEMENT THERETO) ANY MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT
THAT ANY SUCH LIABILITY ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN RELIANCE UPON
AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY BY OR ON
BEHALF OF THE HOLDER EXPRESSLY FOR USE THEREIN.
(2)
INDEMNIFICATION BY HOLDERS. EACH HOLDER, SEVERALLY AND NOT JOINTLY, SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, ANY UNDERWRITER