THIS AGREEMENT BY THE COMPANY, INCLUDING WITHOUT LIMITATION (A)
ALL REGISTRATION AND FILING FEES AND EXPENSES, INCLUDING WITHOUT LIMITATION
THOSE RELATED TO FILINGS WITH THE COMMISSION, ANY TRADING MARKET AND IN
CONNECTION WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (B) PRINTING
EXPENSES (INCLUDING WITHOUT LIMITATION EXPENSES OF PRINTING CERTIFICATES FOR
REGISTRABLE SECURITIES AND OF PRINTING OR PHOTOCOPYING PROSPECTUSES REQUESTED BY
THE PURCHASERS), (C) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (D) FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND UP TO $5,000 IN THE AGGREGATE FOR
SPECIAL COUNSEL, (E) FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED BY THE
COMPANY IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, AND (F) ALL LISTING FEES TO BE PAID BY THE COMPANY TO THE
TRADING MARKET.
THE PURCHASERS SHALL BE RESPONSIBLE FOR THEIR PRO RATA SHARE
OF ANY UNDERWRITING DISCOUNTS OR COMMISSIONS IN CONNECTION WITH THE SALE OF THE
REGISTRABLE SECURITIES AND ALL FEES AND EXPENSES OF ANY COUNSEL FOR A PURCHASER
OR THE PURCHASERS OTHER THAN SPECIAL COUNSEL.
27
6.4
Indemnification for Claims under Securities Laws
(A)
INDEMNIFICATION BY THE COMPANY. THE COMPANY SHALL, NOTWITHSTANDING
ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS EACH PURCHASER,
THE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS, BROKERS (INCLUDING BROKERS
WHO OFFER AND SELL REGISTRABLE SECURITIES AS PRINCIPAL AS A RESULT OF A PLEDGE
OR ANY FAILURE TO PERFORM UNDER A MARGIN CALL OF COMMON STOCK), INVESTMENT
ADVISORS AND EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS ANY SUCH
PURCHASER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20
OF THE EXCHANGE ACT) AND THE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS AND
EMPLOYEES OF EACH SUCH CONTROLLING PERSON, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, FROM AND AGAINST ANY AND ALL LOSSES, AS INCURRED, ARISING OUT OF
OR RELATING TO ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN THE REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF
PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY
PROSPECTUS, OR ARISING OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF
A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN (IN THE CASE OF ANY PROSPECTUS OR FORM OF PROSPECTUS OR
SUPPLEMENT THERETO, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE) NOT MISLEADING, EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT (I)
SUCH UNTRUE STATEMENTS OR OMISSION IS CONTAINED IN ANY INFORMATION SO FURNISHED
IN WRITING TO THE COMPANY BY SUCH PURCHASER SPECIFICALLY FOR INCLUSION IN SUCH
REGISTRATION STATEMENT OR SUCH PROSPECTUS, OR TO THE EXTENT THAT SUCH
INFORMATION RELATES SOLELY TO (X) SUCH PURCHASER AND WAS REVIEWED AND EXPRESSLY
APPROVED IN WRITING BY SUCH PURCHASER EXPRESSLY FOR USE IN THE REGISTRATION
STATEMENT, SUCH PROSPECTUS OR SUCH FORM OF PROSPECTUS OR IN ANY AMENDMENT OR
SUPPLEMENT THERETO OR (Y) SUCH PURCHASER'S PROPOSED METHOD OF DISTRIBUTION OF
THE REGISTRABLE SECURITIES AS SET FORTH IN EXHIBIT C (OR AS SUCH PURCHASER
OTHERWISE