BY
SUCH INVESTOR OR UNDERWRITER UNDER THE SECURITIES ACT IN CONNECTION WITH SUCH
PURCHASE AND ANY SUCH LOSS, CLAIM, DAMAGE OR LIABILITY OF SUCH INVESTOR RESULTS
FROM 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 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
25
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