SUPPLEMENT THERETO OR IN ANY PRELIMINARY
PROSPECTUS, OR ARISING OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION TO
STATE 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE)
NOT MISLEADING, EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT (A) SUCH
UNTRUE STATEMENTS, ALLEGED UNTRUE STATEMENTS, OMISSIONS OR ALLEGED OMISSIONS ARE
BASED SOLELY UPON INFORMATION REGARDING SUCH HOLDER FURNISHED IN WRITING TO THE
COMPANY BY SUCH HOLDER EXPRESSLY FOR USE THEREIN, OR TO THE EXTENT THAT SUCH
INFORMATION RELATES TO SUCH HOLDER OR SUCH HOLDER'S PROPOSED METHOD OF
DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND APPROVED BY SUCH
HOLDER EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT, SUCH PROSPECTUS OR SUCH
FORM OF PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO (IT BEING
UNDERSTOOD THAT EACH HOLDER HAS APPROVED ANNEX A HERETO FOR THIS PURPOSE),
(B) IN THE CASE OF AN OCCURRENCE OF AN EVENT OF THE TYPE SPECIFIED IN
SECTION 3(C)(III)-(V), RELATED TO THE USE BY A HOLDER OF AN OUTDATED OR
DEFECTIVE PROSPECTUS AFTER THE COMPANY HAS NOTIFIED SUCH HOLDER IN WRITING THAT
THE PROSPECTUS IS OUTDATED OR DEFECTIVE AND PRIOR TO THE RECEIPT BY SUCH HOLDER
OF THE ADVICE CONTEMPLATED AND DEFINED IN SECTION 6(C) BELOW, BUT ONLY IF AND TO
THE EXTENT THAT FOLLOWING
11
THE RECEIPT OF THE ADVICE THE MISSTATEMENT OR OMISSION GIVING RISE TO SUCH LOSS
WOULD HAVE BEEN CORRECTED OR (C) ANY SUCH LOSSES ARISE OUT OF THE PURCHASER'S
(OR ANY OTHER INDEMNIFIED PERSON'S) FAILURE TO SEND OR GIVE A COPY OF THE
PROSPECTUS OR SUPPLEMENT (AS THEN AMENDED OR SUPPLEMENTED), IF REQUIRED, TO THE
PERSONS ASSERTING AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION AT OR PRIOR TO THE WRITTEN
CONFIRMATION OF THE SALE OF REGISTRABLE SECURITIES TO SUCH PERSON IF SUCH
STATEMENT OR OMISSION WAS CORRECTED IN SUCH PROSPECTUS OR SUPPLEMENT.
THE
COMPANY SHALL NOTIFY THE HOLDERS PROMPTLY OF THE INSTITUTION, THREAT OR
ASSERTION OF ANY PROCEEDING ARISING FROM OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OF WHICH THE COMPANY IS AWARE.
SUCH INDEMNITY
SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR
ON BEHALF OF AN INDEMNIFIED PARTY (AS DEFINED IN SECTION 5(C)) AND SHALL SURVIVE
THE TRANSFER OF THE REGISTRABLE SECURITIES BY THE HOLDERS.
(B)
INDEMNIFICATION BY HOLDERS. EACH HOLDER SHALL, SEVERALLY AND NOT
JOINTLY, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS DIRECTORS, OFFICERS,
AGENTS AND EMPLOYEES, EACH PERSON WHO CONTROLS THE COMPANY (WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF THE EXCHANGE ACT), AND THE
DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES OF SUCH CONTROLLING PERSONS, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ALL LOSSES, AS
INCURRED, ARISING OUT OF OR ARE BASED UPON ANY UNTRUE OR ALLEGED UNTRUE
STATEMENT