COMPANY WITHIN
THE MEANING OF THE SECURITIES ACT, EACH UNDERWRITER (WITHIN THE MEANING OF THE
1933 ACT) OF THE COMPANY'S SECURITIES COVERED BY SUCH A REGISTRATION STATEMENT,
ANY PERSON WHO CONTROLS SUCH UNDERWRITER, AND ANY OTHER HOLDER SELLING
SECURITIES IN SUCH REGISTRATION STATEMENT AND EACH OF ITS DIRECTORS, OFFICERS,
PARTNERS OR AGENTS OR ANY PERSON WHO CONTROLS SUCH HOLDER WITH RESPECT TO ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT IN, OR
OMISSION OR ALLEGED OMISSION OF ANY MATERIAL FACT FROM, SUCH REGISTRATION
STATEMENT, ANY PRELIMINARY OR FINAL PROSPECTUS CONTAINED THEREIN, OR ANY
AMENDMENT OR
19
SUPPLEMENT THERETO, OR ANY FREE WRITING PROSPECTUS UTILIZED IN CONNECTION
THEREWITH, IF SUCH STATEMENT OR ALLEGED STATEMENT OR OMISSION OR ALLEGED
OMISSION WAS MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION
FURNISHED TO THE COMPANY OR ITS REPRESENTATIVES BY OR ON BEHALF OF SUCH
PARTICIPATING HOLDER, SPECIFICALLY FOR USE THEREIN AND REIMBURSE SUCH
INDEMNIFIED PARTY FOR ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM AS SUCH EXPENSES ARE
INCURRED; PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT WHICH ANY SUCH
PARTICIPATING HOLDER SHALL BE REQUIRED TO PAY PURSUANT TO THIS
SECTION 2.9(B) AND SECTIONS 2.9(C) AND (E) SHALL IN NO CASE BE GREATER THAN THE
AMOUNT OF THE NET PROCEEDS ACTUALLY RECEIVED BY SUCH PARTICIPATING HOLDER UPON
THE SALE OF THE REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT
GIVING RISE TO SUCH CLAIM.
THE COMPANY AND EACH PARTICIPATING HOLDER HEREBY
ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY
SUCH PARTICIPATING HOLDERS TO THE CONTRARY, FOR ALL PURPOSES OF THIS AGREEMENT,
THE ONLY INFORMATION FURNISHED OR TO BE FURNISHED TO THE COMPANY FOR USE IN ANY
SUCH REGISTRATION STATEMENT, PRELIMINARY OR FINAL PROSPECTUS OR AMENDMENT OR
SUPPLEMENT THERETO OR ANY FREE WRITING PROSPECTUS ARE STATEMENTS SPECIFICALLY
RELATING TO (A) THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON EQUITY BY SUCH
PARTICIPATING HOLDER AND ITS AFFILIATES AND (B) THE NAME AND ADDRESS OF SUCH
PARTICIPATING HOLDER.
SUCH INDEMNITY AND REIMBURSEMENT OF EXPENSES SHALL REMAIN
IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF
SUCH INDEMNIFIED PARTY AND SHALL SURVIVE THE TRANSFER OF SUCH SECURITIES BY SUCH
HOLDER.
(C)
INDEMNIFICATION SIMILAR TO THAT SPECIFIED IN THE PRECEDING
PARAGRAPHS (A) AND (B) OF THIS SECTION 2.9 (WITH APPROPRIATE MODIFICATIONS)
SHALL BE GIVEN BY THE COMPANY AND EACH PARTICIPATING HOLDER WITH RESPECT TO ANY
REQUIRED REGISTRATION OR OTHER QUALIFICATION OF SECURITIES UNDER ANY APPLICABLE
SECURITIES AND STATE "BLUE SKY" LAWS.
(D)
ANY PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT SHALL
NOTIFY PROMPTLY THE INDEMNIFYING PARTY IN WRITING OF THE COMMENCEMENT OF ANY
ACTION OR PROCEEDING WITH RESPECT TO WHICH A CLAIM FOR INDEMNIFICATION MAY BE
MADE PURSUANT TO THIS SECTION 2.9, BUT THE FAILURE OF ANY INDEMNIFIED PARTY TO
PROVIDE SUCH NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS
UNDER THE PRECEDING PARAGRAPHS OF THIS SECTION 2.9, EXCEPT TO THE EXTENT THE
INDEMNIFYING PARTY IS MATERIALLY