COUNSEL RETAINED BY THE HOLDERS
OF A MAJORITY (BY NUMBER OF SHARES) OF THE REGISTRABLE SECURITIES REQUESTED TO
BE INCLUDED IN SUCH REGISTRATION STATEMENT.
THE COMPANY SHALL HAVE NO
OBLIGATION TO PAY ANY UNDERWRITING DISCOUNTS OR COMMISSIONS ATTRIBUTABLE TO THE
SALE OF REGISTRABLE SECURITIES AND ANY OF THE EXPENSES INCURRED BY ANY HOLDER
WHICH ARE NOT PAYABLE BY THE COMPANY, SUCH COSTS TO BE BORNE BY SUCH HOLDER OR
HOLDERS, INCLUDING, WITHOUT LIMITATION, UNDERWRITING FEES, DISCOUNTS AND
EXPENSES, IF ANY, APPLICABLE TO ANY HOLDER'S REGISTRABLE SECURITIES; FEES AND
DISBURSEMENTS OF COUNSEL OR OTHER PROFESSIONALS THAT ANY HOLDER MAY CHOOSE TO
RETAIN IN CONNECTION WITH A REGISTRATION STATEMENT FILED PURSUANT TO THIS
AGREEMENT (EXCEPT AS OTHERWISE PROVIDED HEREIN); SELLING COMMISSIONS OR STOCK
TRANSFER TAXES APPLICABLE TO THE REGISTRABLE SECURITIES REGISTERED ON BEHALF OF
ANY HOLDER; ANY OTHER EXPENSES INCURRED BY OR ON BEHALF OF SUCH HOLDER IN
CONNECTION WITH THE OFFER AND SALE OF SUCH HOLDER'S REGISTRABLE SECURITIES OTHER
THAN EXPENSES WHICH THE COMPANY IS EXPRESSLY OBLIGATED TO PAY PURSUANT TO THIS
AGREEMENT.
2.7
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST EXTENT
PERMITTED BY LAW, PURCHASER AND EACH UNDERWRITER, IF ANY, AND ANY PERSON WHO
CONTROLS SUCH UNDERWRITER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES
ACT), FROM AND AGAINST ANY LOSS, CLAIM, DAMAGE, LIABILITY, REASONABLE ATTORNEY'S
FEES, COST OR EXPENSE AND COSTS AND EXPENSES OF INVESTIGATING AND DEFENDING ANY
SUCH CLAIM (COLLECTIVELY, THE "LOSSES"), JOINT OR SEVERAL, AND ANY ACTION IN
RESPECT THEREOF TO WHICH THE PURCHASER MAY BECOME SUBJECT UNDER THE SECURITIES
ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS OR PROCEEDINGS, WHETHER
COMMENCED OR THREATENED, IN RESPECT THERETO) ARISE OUT OF OR ARE BASED UPON
(I) ANY BREACH BY THE COMPANY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR
COVENANTS CONTAINED IN THIS AGREEMENT, (II) ANY UNTRUE OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS
OR PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO OR
(III) ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING,
AND THE COMPANY SHALL REIMBURSE THE PURCHASER FOR ANY REASONABLE LEGAL OR ANY
OTHER EXPENSES ACTUALLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING OR PREPARING TO DEFEND AGAINST ANY SUCH LOSS, ACTION OR PROCEEDING;
PROVIDED, HOWEVER, THAT
8
THE COMPANY SHALL NOT BE LIABLE TO THE PURCHASER OR OTHER INDEMNITEE IN ANY SUCH
CASE TO THE EXTENT THAT ANY SUCH LOSS (OR ACTION OR PROCEEDING, WHETHER
COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISES OUT OF OR IS BASED UPON
(X) AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION, MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH PROSPECTUS OR
PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, IN
RELIANCE UPON, AND IN CONFORMITY WITH, WRITTEN INFORMATION PREPARED AND
FURNISHED TO THE COMPANY BY ANY HOLDER EXPRESSLY FOR USE THEREIN AND, WITH
RESPECT TO ANY UNTRUE