THE FACT THAT THERE WAS
NOT SENT OR GIVEN TO SUCH PERSON, AT OR PRIOR TO THE WRITTEN CONFIRMATION OF THE
SALE OF SUCH REGISTRABLE STOCK TO SUCH PERSON, A COPY OF THE FINAL PROSPECTUS IF
THE COMPANY HAD PREVIOUSLY FURNISHED A COPY THEREOF TO SUCH INVESTOR; PROVIDED,
FURTHER, HOWEVER, THAT THIS INDEMNITY AGREEMENT WILL BE IN ADDITION TO ANY
LIABILITY WHICH THE COMPANY MAY OTHERWISE HAVE TO SUCH INDEMNIFIED PERSON. THE
COMPANY SHALL ALSO INDEMNIFY UNDERWRITERS IN CONNECTION WITH A DISPOSITION OF
REGISTRABLE STOCK BY THE INVESTORS, AND SUCH UNDERWRITERS' RESPECTIVE DIRECTORS,
OFFICERS AND CONTROL PERSONS (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES
ACT) TO THE SAME EXTENT AS PROVIDED ABOVE WITH RESPECT TO THE INDEMNIFICATION OF
THE SUCH INVESTORS IF REQUESTED BY A MAJORITY OF SUCH INVESTORS.
(II)
IN THE EVENT OF ANY REGISTRATION UNDER THE
SECURITIES ACT OF ANY REGISTRABLE STOCK OF INVESTORS PURSUANT TO THIS SECTION 6,
EACH INVESTOR, SEVERALLY AND NOT JOINTLY, HEREBY COVENANTS AND AGREES TO
INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS DIRECTORS, OFFICERS, AGENTS AND
CONTROL PERSONS (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT) FROM
AND AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES TO WHICH THE COMPANY OR
ANY SUCH CONTROLLING PERSON MAY BECOME SUBJECT UNDER THE SECURITIES ACT, THE
EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES
OR ACTIONS ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN A REGISTRATION STATEMENT OR PROSPECTUS
OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY PROSPECTUS
RELATING TO A SHELF REGISTRATION, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION
OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, BUT IN EACH CASE ONLY TO THE EXTENT THAT THE
UNTRUE STATEMENT OR OMISSION OR ALLEGED UNTRUE STATEMENT OR OMISSION WAS MADE IN
RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION PERTAINING TO SUCH
INVESTOR AND FURNISHED TO THE COMPANY BY OR ON BEHALF OF SUCH INVESTOR
SPECIFICALLY FOR INCLUSION THEREIN; AND, SUBJECT TO THE IMMEDIATELY PRECEDING
LIMITATION, SHALL REIMBURSE, AS INCURRED, THE COMPANY FOR ANY LEGAL OR OTHER
EXPENSES REASONABLY INCURRED BY THE COMPANY OR ANY SUCH CONTROLLING PERSON IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY LOSS, CLAIM, DAMAGE, LIABILITY OR
ACTION IN RESPECT THEREOF.
THIS INDEMNITY AGREEMENT WILL BE IN ADDITION TO ANY
LIABILITY WHICH SUCH HOLDER MAY OTHERWISE HAVE TO THE COMPANY, ITS DIRECTORS,
OFFICERS OR ANY OF ITS CONTROL PERSONS (WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT).
(III)
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED
PARTY UNDER THIS SECTION 6(G) OF NOTICE OF THE COMMENCEMENT OF ANY ACTION OR
PROCEEDING (INCLUDING A GOVERNMENTAL INVESTIGATION), SUCH INDEMNIFIED PARTY
WILL, IF A CLAIM IN RESPECT THEREOF IS TO BE MADE AGAINST THE INDEMNIFYING PARTY
UNDER THIS SECTION 6(G), NOTIFY THE INDEMNIFYING PARTY OF
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THE COMMENCEMENT THEREOF; PROVIDED, THAT THE FAILURE TO NOTIFY THE INDEMNIFYING
PARTY SHALL NOT RELIEVE