THE COMPANY (WHICH CONSENT WILL
NOT BE UNREASONABLY WITHHELD).
(B)
HOLDER INDEMNITY.
EACH HOLDER WILL, SEVERALLY BUT NOT JOINTLY, IF
REGISTRABLE SECURITIES HELD BY IT ARE INCLUDED IN THE SECURITIES AS TO WHICH
SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE IS BEING EFFECTED, INDEMNIFY THE
COMPANY, EACH OF ITS DIRECTORS, OFFICERS, AGENTS AND PARTNERS, AND ANY OTHER
STOCKHOLDER SELLING SECURITIES PURSUANT TO THE REGISTRATION STATEMENT AND ANY OF
ITS DIRECTORS, OFFICERS, AGENTS, PARTNERS, AND ANY PERSON WHO CONTROLS SUCH
STOCKHOLDER WITHIN THE MEANING OF THE SECURITIES ACT OR EXCHANGE ACT AND EACH
UNDERWRITER, IF ANY, OF THE COMPANY'S SECURITIES COVERED BY SUCH A REGISTRATION
STATEMENT, EACH PERSON WHO CONTROLS THE COMPANY OR SUCH UNDERWRITER WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT AND THE RULES AND REGULATIONS
THEREUNDER, EACH OTHER HOLDER (IF ANY), AND EACH OF THEIR OFFICERS, DIRECTORS
AND PARTNERS, AND EACH PERSON CONTROLLING SUCH OTHER HOLDER(S) AGAINST ALL
CLAIMS, LOSSES, DAMAGES AND LIABILITIES (OR ACTIONS IN RESPECT THEREOF) ARISING
OUT OF OR BASED ON (I) ANY UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A
MATERIAL FACT CONTAINED IN ANY SUCH FINAL PROSPECTUS (AS AMENDED OR SUPPLEMENTED
IF THE COMPANY FILES ANY AMENDMENT OR SUPPLEMENT THERETO WITH THE SEC),
REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT OR ANY POST-EFFECTIVE
AMENDMENT THEREOF OR BASED ON 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 IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, BUT ONLY TO THE EXTENT SUCH STATEMENT OR OMISSION WAS FURNISHED BY
THE HOLDER TO THE COMPANY IN WRITING FOR THE SPECIFIC PURPOSE OF INCLUDING THE
SAME IN SUCH REGISTRATION STATEMENT, PROSPECTUS, OR AMENDMENT OR SUPPLEMENT
THERETO OR (II) FAILURE BY ANY HOLDER TO COMPLY WITH (A) THE PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT AFTER BEING ADVISED BY THE COMPANY THAT IT
HAS NOT SATISFIED THE CONDITIONS OF RULE 172 AND THAT SUCH HOLDER IS, AS A
CONSEQUENCE, REQUIRED TO DELIVER A PROSPECTUS IN CONNECTION WITH ANY DISPOSITION
OF REGISTRABLE SECURITIES AND AFTER THE COMPANY HAS PROVIDED SUCH HOLDER WITH A
CURRENT PROSPECTUS TO BE USED IN CONNECTION WITH ANY SUCH DISPOSITIONS, (B) THE
SECURITIES ACT, (C) THE EXCHANGE ACT, (D) ANY OTHER LAW OR LEGAL REQUIREMENT
APPLICABLE TO SUCH HOLDER, OR (E) ANY COVENANT OR AGREEMENT CONTAINED IN THE
PURCHASE AGREEMENT OR THIS AGREEMENT APPLICABLE TO SUCH HOLDER, AND WILL
REIMBURSE THE COMPANY, SUCH STOCKHOLDERS, AND SUCH OTHER HOLDER(S) AND THEIR
DIRECTORS, OFFICERS, AGENTS AND PARTNERS, UNDERWRITERS OR CONTROL PERSONS FOR
ANY REASONABLE LEGAL FEES OR ANY OTHER EXPENSES REASONABLY INCURRED IN
CONNECTION WITH INVESTIGATING AND DEFENDING ANY SUCH CLAIM, LOSS, DAMAGE,
LIABILITY OR ACTION, IN EACH CASE TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT
SUCH UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OR OMISSION (OR ALLEGED
OMISSION) IS MADE IN SUCH FINAL PROSPECTUS (AS AMENDED OR SUPPLEMENTED IF THE
COMPANY FILES ANY AMENDMENT OR SUPPLEMENT THERETO WITH THE SEC), REGISTRATION
STATEMENT FILED PURSUANT TO THIS AGREEMENT