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.
2.8
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST EXTENT
PERMITTED BY LAW, HOLDERS 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,
8
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
HOLDERS 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
HOLDERS 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 THE COMPANY SHALL NOT
BE LIABLE TO THE HOLDERS 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 STATEMENT OR OMISSION
OR ALLEGED UNTRUE STATEMENT OR OMISSION MADE IN ANY PRELIMINARY PROSPECTUS
RELATING TO THE REGISTRATION STATEMENT, TO THE EXTENT THAT A PROSPECTUS RELATING
TO THE REGISTRABLE SECURITIES WAS REQUIRED TO BE