FEES AND EXPENSES OF ANY COUNSEL
TO SUCH PARTIES); (VIII) ALL EXPENSES AND APPLICATION FEES INCURRED IN
CONNECTION WITH THE APPLICATION FOR THE INCLUSION OF THE SECURITIES ON THE
PORTAL MARKET AND THE APPROVAL OF THE SECURITIES FOR BOOK-ENTRY TRANSFER BY DTC;
AND (IX) ALL EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH ANY "ROAD SHOW"
PRESENTATION TO POTENTIAL INVESTORS.
EXCEPT AS PROVIDED IN SECTION 8 AND
SECTION 10(B), THE INITIAL PURCHASERS WILL PAY ALL OF THEIR OWN COSTS AND
EXPENSES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING,
WITHOUT LIMITATION, THE FEES AND EXPENSES OF THEIR COUNSEL.
(B)
IF (I) THIS AGREEMENT IS TERMINATED PURSUANT
TO SECTION 8, (II) THE COMPANY FOR ANY REASON FAILS TO TENDER THE SECURITIES FOR
DELIVERY TO THE INITIAL PURCHASERS OR (III) THE INITIAL PURCHASERS DECLINE TO
PURCHASE THE SECURITIES FOR ANY REASON PERMITTED UNDER THIS AGREEMENT, THE
COMPANY AGREES TO REIMBURSE THE INITIAL PURCHASERS FOR ALL OUT-OF-POCKET COSTS
AND EXPENSES (INCLUDING THE FEES AND EXPENSES OF THEIR COUNSEL) REASONABLY
INCURRED BY THE INITIAL PURCHASERS IN CONNECTION WITH THIS AGREEMENT AND THE
OFFERING CONTEMPLATED HEREBY.
11.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ANY CONTROLLING PERSONS REFERRED TO
HEREIN, AND THE AFFILIATES, OFFICERS AND DIRECTORS OF EACH INITIAL PURCHASER
REFERRED TO IN SECTION 7 HEREOF.
NOTHING IN THIS AGREEMENT IS INTENDED OR SHALL
BE CONSTRUED TO GIVE ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR
CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
NO PURCHASER OF SECURITIES FROM ANY INITIAL PURCHASER SHALL BE DEEMED TO BE A
SUCCESSOR MERELY BY REASON OF SUCH PURCHASE.
12.
SURVIVAL.
THE RESPECTIVE INDEMNITIES,
RIGHTS OF CONTRIBUTION, REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE
COMPANY AND THE INITIAL PURCHASERS CONTAINED IN THIS AGREEMENT OR MADE BY OR ON
BEHALF OF THE COMPANY OR THE INITIAL PURCHASERS PURSUANT TO THIS AGREEMENT OR
ANY CERTIFICATE DELIVERED PURSUANT HERETO SHALL SURVIVE THE DELIVERY OF AND
PAYMENT FOR THE SECURITIES AND SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS
OF ANY TERMINATION OF THIS AGREEMENT OR ANY INVESTIGATION MADE BY OR ON BEHALF
OF THE COMPANY OR THE INITIAL PURCHASERS.
13.
CERTAIN DEFINED TERMS.
FOR PURPOSES OF THIS
AGREEMENT, (A) EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED, THE TERM "AFFILIATE"
HAS THE MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT; (B) THE TERM
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A DAY ON WHICH BANKS ARE PERMITTED OR
REQUIRED TO BE CLOSED IN NEW YORK CITY; (C) THE TERM "EXCHANGE ACT" MEANS THE
21
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED; (D) THE TERM "SUBSIDIARY" HAS THE
MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT; (E) THE TERM "WRITTEN
COMMUNICATION" HAS THE MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT;
AND (F) THE TERM "SIGNIFICANT SUBSIDIARY" HAS THE MEANING SET FORTH IN RULE 1-02
OF REGULATION S-X UNDER THE EXCHANGE ACT.
14.
MISCELLANEOUS.