POSSESSION (OTHER THAN
A LIMITED NUMBER OF FILE COPIES) OF THE PROSPECTUS COVERING SUCH REGISTRABLE
SECURITIES THAT IS CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
ARTICLE V
EXPENSES OF REGISTRATION
The Company will bear all expenses, other than underwriting discounts and
commissions, and transfer taxes, if any, incurred in connection with
registrations, filings or qualifications pursuant to Articles II and III of this
Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, the fees and disbursements of
counsel for the Company, and the reasonable fees and disbursements of one firm
of legal counsel selected by the Investor pursuant to Section 3.7 hereof not to
exceed an aggregate of $10,000.
9
ARTICLE VI
INDEMNIFICATION
In the event that any Registrable Securities are included in a Registration
Statement under this Agreement:
6.1
TO THE EXTENT PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY, DEFEND
AND HOLD HARMLESS INVESTOR, AND AGENTS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS,
UNDERWRITERS (AS DEFINED IN THE SECURITIES ACT) FOR INVESTOR AND ANY DIRECTORS
OR OFFICERS OF INVESTOR OR SUCH UNDERWRITER AND ANY PERSON WHO CONTROLS INVESTOR
OR SUCH UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT
(EACH, AN "INVESTOR INDEMNIFIED PERSON") AGAINST ANY LOSSES, CLAIMS, DAMAGES,
EXPENSES OR LIABILITIES (COLLECTIVELY, AND TOGETHER WITH ACTIONS, PROCEEDINGS OR
INQUIRIES BY ANY REGULATORY OR SELF-REGULATORY ORGANIZATION, WHETHER COMMENCED
OR THREATENED IN RESPECT THEREOF, "CLAIMS") TO WHICH ANY OF THEM BECOME SUBJECT
UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH CLAIMS
ARISE OUT OF OR ARE BASED UPON ANY OF THE FOLLOWING STATEMENTS, OMISSIONS OR
VIOLATIONS IN A REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT, ANY
POST-EFFECTIVE AMENDMENT THEREOF OR ANY PROSPECTUS INCLUDED THEREIN:
(A) ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THEREOF OR THE OMISSION
OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, (B) ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE
PROSPECTUS OR ANY PRELIMINARY PROSPECTUS (AS IT MAY BE AMENDED OR SUPPLEMENTED)
OR THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN ANY MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THE STATEMENTS THEREIN WERE MADE, NOT MISLEADING, OR (C) ANY VIOLATION OR
ALLEGED VIOLATION BY THE COMPANY OF THE SECURITIES ACT, THE EXCHANGE ACT OR ANY
OTHER LAW, INCLUDING WITHOUT LIMITATION ANY STATE SECURITIES LAW OR ANY RULE OR
REGULATION THEREUNDER (THE MATTERS IN THE FOREGOING CLAUSES (A) THROUGH (C)
BEING, COLLECTIVELY, "VIOLATIONS").
SUBJECT TO THE RESTRICTIONS SET FORTH IN
SECTION 6.4 WITH RESPECT TO THE NUMBER OF LEGAL COUNSEL, THE COMPANY WILL
REIMBURSE INVESTOR AND EACH SUCH ATTORNEY, ACCOUNTANT, UNDERWRITER OR
CONTROLLING PERSON AND EACH SUCH OTHER INVESTOR INDEMNIFIED PERSON, PROMPTLY AS
SUCH EXPENSES ARE INCURRED AND ARE DUE AND PAYABLE, FOR ANY LEGAL FEES OR OTHER
REASONABLE EXPENSES INCURRED BY THEM IN